UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

(Amendment No. 1 to Form 10-K)

x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

Commission File Number: 0-21990

OXiGENE, INC.

(Exact name of Registrant as specified in its charter)

321 Arsenal Street

Watertown, MA 02472

(Address of principal executive offices, including zip code)

(617) 673-7800

(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:    None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share

Title of Class

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. ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.) Yes ¨    No x

The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which the common stock was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter was $14,560,512.

As of March 20, 2003, the aggregate number of outstanding shares of Common Stock of the registrant was 12,676,664.

Amendment to the Annual Report on Form 10-K

For the Fiscal Year Ended December 31, 2002

This Amendment No. 1 to the Annual Report on Form 10-K for OXiGENE, Inc. is being filed to add the information required to be disclosed in Items 10 to 13 of Part III and to file Exhibit 99.6 hereto.

PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a)  Identification of Directors.

Certain information regarding each of our current directors, including his principal occupation during the past five years and current directorships, is set forth below.

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(b)  Identification of Executive Officers.

See Item 10(a) above for biographical information pertaining to Joel-Tomas Citron, our Chairman, and Frederick W. Driscoll, our President and Chief Executive Officer.

David (Dai) Chaplin, Ph.D., 47, was appointed Chief Scientific Officer and Head of Research and Development in July 2000. From 1999 to 2000, Dr. Chaplin served as Vice President of Oncology at Aventis Pharma in Paris. Prior to the merger of Rhone Poulenc Rorer (“RPR”) with Hoechst Marion Roussell, Dr. Chaplin

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was Senior Director of Oncology at RPR from 1998 to 1999. From 1992 to 1998, Dr. Chaplin headed up the Cancer Research Campaign’s (“CRC”) Tumor Microcirculation Group, based at the Gray Laboratory Cancer Research Trust, Mount Vernon Hospital, London. During this time, he was also a member of the CRC Phase I/II clinical trials committee. Dr. Chaplin also served as Section Head of Cancer Biology at Xenova in the U.K. from 1990 to 1992, and held a senior staff appointment at the British Columbia Cancer Research Centre from 1982 to 1990.

(c)  Identification of Certain Significant Employees.

Not applicable.

(d)  Family Relationships.

There are no family relationships between any director or executive officer.

(e)  Business Experience.

The business experience of each of our directors, including executive officers who also serve as our directors, is set forth in Item 10(a) – Identification of Directors in this Annual Report on Form 10-K/A and the business experience of those executive officers who are not also our directors is set forth in Item 10(b) – Identification of Executive Officers of this Annual Report on Form 10-K/A.

The directorships held by each of our directors in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, as amended, is set forth in Item 10(a) – Identification of Directors of this Annual Report on Form 10-K/A.

(f)  Involvement in Certain Legal Proceedings.

To the best of our knowledge, none of our current directors or executive officers has been involved during the past five years in any legal proceedings required to be disclosed pursuant to Item 401(f) of Regulation S-K under the Securities Act of 1933, as amended.

(g)  Promoters and Control Persons.

Not applicable.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock (“Reporting Persons”) to file with the Securities and Exchange Commission and us initial reports of beneficial ownership and reports of changes in beneficial ownership of common stock and other of our equity securities. For these purposes, the term “other equity securities” would include options granted under our 1996 Stock Incentive Plan. To our knowledge, based solely on a review of the forms and written representations received by us from the Reporting Persons during the fiscal year ended December 31, 2002, all Section 16(a) filing requirements applicable to the Reporting Persons were properly and timely satisfied, except that reports on Form 5, each covering one transaction during 2002, were filed late by Messrs. Caruthers, Driscoll, Laffer, Nordenvall, Citron and Chaplin, and one report on Form 4, covering one transaction, was filed late by Mr. Citron.

ITEM 11.    EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth summary information as to compensation received by our former Chief Executive Officer, our current Chief Executive Officer and each of the two other most highly compensated executive officers who received total salary and bonus of at least $100,000 during fiscal 2002 (collectively, the “named executive officers”) for services rendered to us in all capacities during the three fiscal years ended December 31, 2002.

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SUMMARY COMPENSATION TABLE

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STOCK OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information regarding stock options granted to each of the named executive officers during fiscal 2002.

OPTION EXERCISES AND HOLDINGS AS OF DECEMBER 31, 2002

The following table sets forth, as of December 31, 2002, the number of unexercised options held by each named executive officer and the value thereof.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND

FISCAL YEAR-END OPTION VALUES

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COMPENSATION OF DIRECTORS

Fees.    Directors receive no cash compensation for serving on the Board of Directors or committees thereof, other than reimbursement of reasonable expenses incurred in connection with meetings actually attended.

Equity Incentives.    Under the terms of the 1996 Stock Incentive Plan, non-employee directors typically receive, upon first being elected to the Board of Directors, options to purchase an aggregate of 55,000 shares. The options vest in five equal, annual, cumulative installments of 11,000 shares each.

On February 2, 2002, a total of 821,030 options to purchase common stock held by our directors were cancelled. These options had exercise prices significantly above the then-current market value of our common stock. In connection with the cancellation of these options and under our Compensation Award Stock Program, adopted January 2, 2002, a total of 536,030 shares of common stock were issued to the following directors: Joel-Tomas Citron, 30,977 shares; Gerald A. Eppner, 80,000 shares; Arthur Laffer, 80,000 shares; and Björn Nordenvall, 345,053 shares. Also in connection with the cancellation of these options and under the same program, a total of 285,000 shares of common stock were issued to the following directors, who have since left the Board of Directors: Marvin Caruthers, 80,000 shares; Michael Ionata, 85,000 shares and Ronald Pero, 120,000 shares.

EMPLOYMENT AGREEMENTS

Employment Agreement with Björn Nordenvall.    In October 1995, we entered into an employment agreement with Dr. Nordenvall. The employment agreement was amended in July 1999, and provided for a base salary of $225,000 per year. The employment agreement provided that either party may terminate the agreement on ninety days’ prior notice. We may terminate the agreement prior to the end of the term for “cause” as defined in the agreement. The employment agreement was amended in April 2002 in conjunction with Dr. Nordenvall’s separation from us, and provided for a final payment of $125,000 in 2002.

Employment Agreement with Frederick W. Driscoll.    In October 2000, we entered into an employment agreement with Mr. Driscoll. Mr. Driscoll became our President of Operations and Finance in October 2000 and was appointed President and Chief Executive Officer to replace Dr. Nordenvall upon his departure in June 2002. Pursuant to the agreement, Mr. Driscoll receives a base salary of $250,000 per year. We may terminate the agreement on six months’ prior notice and Mr. Driscoll may terminate the agreement on six months’ prior notice. We may also terminate the agreement prior to the end of the term for “cause” as defined in the agreement.

Employment Agreement with David Chaplin.    In July 2000, we entered into an employment agreement with Dr. Chaplin, our Chief Scientific Officer and Head of Research and Development. Pursuant to the agreement, Dr. Chaplin receives a base salary of $160,000 per year. Dr. Chaplin received a signing fee of $25,000 upon signing the employment agreement and another $25,000 in March 2001. We may terminate the agreement on 180 days’ prior notice and Dr. Chaplin may terminate the agreement on six months’ prior notice. We may also terminate the agreement prior to the end of the term for “cause” as defined in the agreement.

Employment Agreement with Joel-Tomas Citron.    In January 2002, we entered into an employment agreement with Mr. Citron, our Chairman of the Board. Pursuant to the agreement, Mr. Citron receives base compensation in the amount of $60,000 per year plus an additional $36,000 per year as reimbursement for the cost of medical and health insurance and secretarial services incurred by Mr. Citron. The agreement sets forth the parameters of a bonus program which bonus, if earned, is payable in shares of our common stock. The agreement has a term of two years. We may terminate the agreement prior to the end of the term for “cause” as defined in the agreement and Mr. Citron may terminate the agreement on thirty days’ prior notice.

The outstanding option agreements issued under our equity incentive plans provide for acceleration of the vesting of the options granted upon or in connection with a change in control.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of the Compensation Committee are Messrs. Arthur B. Laffer and William N. Shiebler. No member of the Compensation Committee has at any time been one of our officers or employees. None of our executive officers serves as a member of the compensation committee or board of directors of any other entity which has an executive officer serving as a member of our Board of Directors or Compensation Committee.

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The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 14, 2003, for (a) each of the named executive officers in the Summary Compensation Table of this Form 10-K/A, (b) each of our directors, and (c) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of March 14, 2003 pursuant to the exercise of options or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 12,676,664 shares of common stock outstanding on March 14, 2003.

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As of April 14, 2003, the following is the only entity (other than our employees as a group) known to us to be the beneficial owner of more than 5% of our outstanding common stock.

The determination that there were no other persons, entities or groups known to us to beneficially own more than 5% of the common stock was based on a review of all statements filed with respect to us since the beginning of the past fiscal year with the Securities and Exchange Commission pursuant to Section 13(d) or 13(g) of the Exchange Act.

Equity Compensation Plan Information

The following table provides certain aggregate information with respect to all of our equity compensation plans in effect as of December 31, 2002:

Summary Description of the Company’s Non-Stockholder Approved Equity Compensation Plans

The Plan was implemented in 1992 and amended in 1993. The Plan provides for the grant of options to purchase up to 1,166,900 shares of our common stock to any of our officers, directors and employees upon the terms and conditions (including price, exercise date and number of shares) determined by the Board of Directors or a committee selected by the Board of Directors to administer the Plan. The Plan also provides for the issuance of stock appreciation rights (“SARs”).

Under the Plan, the exercise price determined by the Board of Directors or committee must be at least 100% of the fair market value of our common stock as of the date of the grant. Upon termination of employment, any granted option, vested or unvested, shall, to the extent not previously exercised, terminate except under certain conditions as outlined in the Plan. The options granted under the Plan are generally exercisable at specific dates over a ten-year period.

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ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Omentum Consulting Agreement.    In October 1995, we entered into a consulting agreement with B. Omentum Consulting AB, a company organized under the laws of Sweden (“Omentum”), of which the family of Dr. Björn Nordenvall, our former Vice Chairman, President and Chief Executive Officer, is the sole shareholder. Pursuant to the agreement, as amended in July, 1999, we pay Omentum consulting fees. In 2002 such consulting fees equaled $75,000.

Chaplin Consulting Agreement.    In April 2001, we entered into a consulting agreement with David Chaplin Consultants Ltd., a company organized under the laws of the United Kingdom, of which David Chaplin, our Chief Scientific Officer and Head of Research and Development, is the sole shareholder. Pursuant to the agreement, we pay David Chaplin Consultants Ltd. consulting fees. In 2002 such consulting fees equaled $120,000.

Björn Nordenvall.    Under the terms of our Compensation Award Stock Program, participants were permitted to request a loan from us, the proceeds of which are to be used to satisfy any participant tax obligations that arise from the awards. Pursuant to this program effective January 2, 2002, a loan for $428,760 was issued to Dr. Björn Nordenvall, one of our directors, evidenced by an interest-bearing promissory note. The principal amount outstanding under the promissory note accrues interest at a rate of 10% per year, compounded annually. The principal amount, together with accrued interest on the principal amount to be repaid, is to be repaid in three equal installments, on January 2, 2003, January 2, 2004 and January 2, 2005, unless extended by us. We granted an extension on the first installment until January 2, 2004. Shares of common stock have been pledged to us as security for repayment of the obligations under the promissory note. As of April 30, 2003, the amount outstanding on the note was approximately $491,000.

PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)    The following documents are filed as part of this report.

The financial statements listed in the List of Financial Statements covered by Report of Independent Auditors, which accompanied our Report on Form 10-K filed March 31, 2003.

None.

The following is a list of exhibits filed as part of this Annual Report on Form 10-K, as amended.

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(b)  Reports on Form 8-K.

The registrant on November 14, 2002, furnished a Current Report on Form 8-K under Item 9, to disclose that in connection with the period ended September 30, 2002 the Company complied with Section 906 of the Sarbanes-Oxley Act of 2002.

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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 Amendment No. 1 to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 30^th day of April, 2003.

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CERTIFICATIONS

I, Frederick W. Driscoll, certify that:

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EXHIBIT INDEX

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