-----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, IkBX0VL2u5I0tG9PLe28h/5Z8lA3ibyUPvVdax2UMVsx2qzG8C8DEVsk1liPOpJZ KxU/auCBZLeaCOP96rE/yg== 0000914121-99-000407.txt : 19990503 0000914121-99-000407.hdr.sgml : 19990503 ACCESSION NUMBER: 0000914121-99-000407 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXIGENE INC CENTRAL INDEX KEY: 0000908259 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133679168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-21990 FILM NUMBER: 99606163 BUSINESS ADDRESS: STREET 1: ONE COPLEY PLACE STREET 2: SUITE 602 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 2124310001 MAIL ADDRESS: STREET 1: ONE COPLEY PLACE, SUITE 602 CITY: BOSTON STATE: MA ZIP: 02116 10-K/A 1 AMENDMENT NO. 1 TO ANNUAL REPORT FORM 10-K/A-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- Amendment No. 1 to Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1998 Commission File No. 0-21990 OXiGENE, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) - -------------------------------------------------------------------------------- Delaware 13-3679168 - ------------------------------- ------------------------------------ (State or other jurisdiction of (IRS employer identification number) incorporation or organization) One Copley Place, Suite 602, Boston, MA 02116 --------------------------------------------- (Address of principal executive offices) (617) 536-9500 --------------------------------------- (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 Warrant to purchase one share of Common Stock --------------------------------------------- Title of Each 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. [ ] The approximate aggregate market value of the voting stock held by non-affiliates of the registrant as of March 19, 1999 was $83,573,736, based on the closing price of $8.875 on that date. As of March 19, 1999, the aggregate number of outstanding shares of Common Stock of the registrant was 10,207,049. TABLE OF CONTENTS SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE SECURITIES LITIGATION REFORM ACT OF 1995 PART I - Previously filed PART II - Previously filed PART III 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 11. EXECUTIVE COMPENSATION 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS PART IV - Previously filed SIGNATURES Defined Terms "OXiGENE," "we," "us," "our" or "Company" means collectively OXiGENE, Inc. and its subsidiary OXiGENE Europe AB. "Plan" or "stock incentive plan" means the OXiGENE 1996 Stock Incentive Plan. "named executive officer" means collectively Bjorn Nordenvall, our President and Chief Executive Officer, the three next highest paid executive officers at the end of 1998 named in the "Summary Compensation Table" and Claus Moller, a former executive who ceased to be our employee on April 30, 1998. SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE SECURITIES LITIGATION REFORM ACT OF 1995 Except for historical information contained herein, this Amendment to our Annual Report on Form 10-K ("Annual Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks and uncertainties that may cause the Company's actual results or outcomes to be materially different from those anticipated and discussed herein. Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by regulatory and other factors beyond the Company's control. Important factors that the Company believes may cause such differences are discussed in the "Risk Factors" section of our Annual Report and in the cautionary statements accompanying the forward-looking statements in our Annual Report. In assessing forward-looking statements contained herein, readers are urged to read carefully all Risk Factors and cautionary statements contained in our Annual Report. PART III 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Directors The age (as of March 31, 1999), business experience, principal occupation and employment of our incumbent directors, each of whom is a nominee for election at our 1999 Annual Meeting of Stockholders, which has been rescheduled to be held on June 29, 1999, is as follows: Marvin H. Caruthers, Ph.D. Age: 59 Director Since: 1996 Principal Occupation: Professor of Chemistry and Biochemistry at the University of Colorado, Boulder, Colorado. Business Experience: Scientific co-founder of, and a consultant to, Amgen Inc., a biotechnology company engaged in the development of products derived from gene synthesis capabilities. Scientific co-founder of Applied Biosystems Inc., a biotechnology company engaged in the development of DNA synthesizers and protein sequencers and a division of The Perkin-Elmer Corporation. Other Directorships: BioStar, Inc., a biotechnology company. Skandigen AB, a publicly-traded Swedish biotechnology company. Gerald A. Eppner Age: 60 Director Since: 1997 Principal Occupation: Partner, Cadwalader, Wickersham & Taft, a New York law firm that is outside counsel to the Company. Business Experience: Domestic and international corporate and securities law matters. Prior to January 1998, partner in the New York City law firm of Battle Fowler LLP. Other Directorships: None. Michael Ionata Age: 47 Director Since: 1995 Principal Occupation: Director of Corporate Finance of Nordberg Capital Inc., an investment banking firm based in New York. Business Experience: Corporate finance and venture capital management at Den Norske Bank, a Norwegian bank, from May 1983 to May 1991. Specializing in valuations, cost-benefit analysis and restructurings at Coopers & Lybrand LLP prior to May 1991. Other Directorships: C.E.L. Industries Poland, a restaurant company. Arthur B. Laffer Age: 58 Director Since: 1998 Principal Occupation: Chairman and chief executive officer of Laffer Associates, an economic research and financial consulting firm. Business Experience: Co-founder and chairman of Calport Asset Management, an institutional money management firm. Member of President Reagan's Economic Policy Advisory Board from 1980 to 1988. Member of the Policy Committee and the board of directors of the American Council for Capital Formation in Washington, D.C. Distinguished University Professor at Pepperdine University, and a member of Pepperdine's board of directors. Charles B. Thornton Professor of Business Economics at the University of Southern California from 1976 to 1984. Associate Professor of Business Economics at the University of Chicago from 1970 to 1976. Consultant to the Secretaries of Treasury and Defense during the years 1972-1977. First chief economist at the Office of Management and Budget under George Schultz from October 1970 through July 1972, on leave of absence from the University of Chicago. Other Directorships: Nicholas-Applegate Mutual Funds; Nicholas-Applegate Growth Equity Fund; United States Filter Corp., a New York Stock Exchange-listed manufacturer and operator of sewage and water treatment facilities, MasTec Inc., a New York Stock Exchange-listed company specializing in telecommunications infrastructure, and Coinmach Corp. a Nasdaq National Market-listed company engaged in coin-operated laundry equipment. Bjorn Nordenvall, M.D., Ph.D. Age: 47 Director Since: 1995 Principal Occupation: OXiGENE's President and Chief Executive Officer and Chairman of the Board of Directors. Business Experience: General surgeon. President of Sophiahemmet AB, a Stockholm-based hospital, from 1987 to September 1996. President of Carnegie Medicine AB, a biotechnology company, during 1983 and 1984. Practiced surgery at Danderyd Hospital, Stockholm, from 1977 through 1985. Consultant to Carnegie, a Swedish investment banking company, from 1984 through 1986. Consultant to Skandia Insurance Company, a Swedish insurance company, since 1984. Other Directorships: None. Ronald W. Pero, Ph.D. Age: 58 Director Since: 1988 Principal Occupation: OXiGENE's Chief Scientific Officer. Business Experience: Research with specialty in the field of DNA repair and its relation to cancer treatment. Associate research professor (1989-1994) and adjunct professor (since 1994) at New York University Medical Center, Department of Environmental Medicine. Professor of Molecular Ecogenetics at the University of Lund in Lund, Sweden. Research Professor of Medicine at Boston University School of Medicine since September 1997. Member of the American Association of Science, New York Academy of Sciences, International Preventive Oncology Society, European Society for Therapeutic Radiation Oncology and The American Association of Cancer Research, as well as serving as Scientific Director of the Board of Trustees of the Swedish American Research Foundation. Other Directorships: None. Per-Olof Soderberg Age: 44 Director Since: 1997 Principal Occupation and Chief executive officer of Dahl International AB, a Business Experience: publicly-traded, wholesale sanitation and heating products company in Stockholm, Sweden, and Copenhagen, Denmark. Other Directorships: Bergman & Beving AB, a publicly-traded trading company in Scandinavia. Martin Olsson, a food whole-saler based in Sweden. Skandia Investment Management, an insurance investment company. Board of Directors Meetings During 1998, the Board of Directors held seven meetings. Except for Dr. Caruthers, attendance by incumbent Directors at meetings of the Board of Directors and its Committees was at least 75%. Committees The Board of Directors has established the following two standing committees to assist it in meeting its responsibilities: Audit Committee Members: Gerald A. Eppner (Chairman) Arthur B. Laffer Number of Meetings in 1998: None. Functions: Reviews the scope and timing of the independent auditors' audit and other services, the auditors' report on the Company's financial statements following completion of their audit and the Company's policies and procedures with respect to internal accounting and financial controls. Makes annual recommendations to the Board of Directors regarding the appointment of independent auditors for the ensuing year. Compensation Committee Members: Michael Ionata (Chairman) Per-Olof Soderberg Number of Meetings in 1998: 6 Functions: Makes recommendations to the Board of Directors with respect to: (1) compensation philosophy and guidelines for executives; (2) the roles and performances of the Company's executive officers, especially as these affect compensation; (3) appropriate compensation levels for the Chief Executive Officer and other executives, based on a comparative review of compensation practices in similarly situated business; and (4) the design and implementation of our compensation plans and the establishment of criteria and the approval of performance results relative to our incentive plans. Compensation of Directors Fees Directors receive no cash compensation for serving on the Board of Directors, other than reimbursement of reasonable expenses incurred in connection with meetings actually attended. Stock Plan Under the terms of the 1998 Stock Incentive Plan, Directors also 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. Executive Officers of the Company See section captioned "Directors" above for information pertaining to Drs. Nordenvall and Pero, the Company's executive officers holding the offices of Chief Executive Officer and President, and Chief Scientific Officer, respectively. In addition to the foregoing executive officers, Dr. David Sherry serves as our Director of Drug Development and U.S. Operating Officer, and Mr. Haglund serves as our Chief Financial Officer. David Sherris, Ph.D., 46, joined OXiGENE in May 1998 as the Director of Drug Development and, in June 1998, assumed the additional position of U.S. Operating Officer. Dr. Sherris' responsibilities include overseeing the development of OXiGENE's products and overall operations in the United States. Dr. Sherris has over 16 years of experience in academics and industry. Prior to joining OXiGENE, Dr. Sherris was in charge of managing the external research program for the Department of Experimental Therapeutics at Ares Advanced Technology, a division of the Ares-Serono Group, a pharmaceutical company engaged in cancer and fertility therapeutics. Dr. Sherris has also held managerial and research positions at Unilever Research, a division of Unilever N.V., a global chemical and pharmaceutical concern, and Centocor, Inc., a biotechnology company engaged in a multitude of therapeutic indications including cardiovascular, oncologic and arthritic diseases, as well as a faculty position in the Division of Clinical Immunology, Department of Medicine, Mt. Sinai Medical Center, New York, New York. Bo Haglund, 47, was appointed Chief Financial Officer in August 1996. From January 1992 to August 1996, Mr. Haglund was employed by D. Carnegie AB ("Carnegie") in various capacities, most recently heading its London operations, focusing on the marketing of Nordic securities to U.K. investors. Prior to joining Carnegie, from November 1990 to January 1992, Mr. Haglund was executive vice president and chief financial officer of Swedish Exploration Consortium AB, a Swedish publicly-traded company engaged in oil and gas exploration. From January 1988 to October 1990, Mr. Haglund was vice president finance of Cool Carriers AB, a shipping company, and from April 1982 to December 1987, he was chief financial officer of Gulf Agency Group, a ship brokerage company. Employment and Consulting Agreements Employment Agreement with Bjorn Nordenvall. In October 1995, the Company entered into an employment agreement with Dr. Nordenvall. The employment agreement was amended in March 1997, and currently provides for a base salary of $50,000 per annum. The employment agreement provides that either party may terminate the agreement on one year's prior written notice. In addition, in October 1995, the Company entered into a consulting agreement with B. Omentum AB, a company organized under the laws of Sweden of which Dr. Nordenvall is the sole shareholder, pursuant to which the Company pays Omentum a consulting fee of $250,000 per year. See "Certain Relationships and Related Transactions." Employment Agreement with Ronald Pero. In April 1997, the Company entered into a new employment with Dr. Ronald Pero. The agreement provides for a base salary of $240,000 per annum. Pursuant to a prior deferred compensation arrangement, $114,500 of such base salary continues to be deferred at the election of Dr. Pero. The agreement contains the following termination provisions: (1) either party may terminate the agreement on six months' prior written notice, and (2) in the event the Company terminates the employee for any reason, other than cause (which is defined as (a) the continued failure to perform assigned duties on behalf of OXiGENE, (b) a material breach of any of the provisions of the employment agreement, and (c) any act of fraud, material misrepresentation or material omission, misappropriation, dishonesty, embezzlement or similar conduct against OXiGENE or the conviction for a felony or any crime involving moral turpitude), then the employee is entitled to three months salary following the effective date of the termination of employment. Employment Agreement with David Sherris. In May 1998, the Company entered into an employment agreement with Dr. Sherris, the Company's Director of Product Development. Pursuant to the agreement, Dr. Sherris receives a base salary of $125,000 per year. Either party may terminate the agreement on sixty days' prior notice. Subsequently, in August 1998, Dr. Sherris was appointed to the additional position of U.S. Operating Officer of the Company. Employment Agreement with Bo Haglund. In August 1996, the Company entered into an employment agreement with Mr. Haglund, the Company's Chief Financial Officer. The agreement has a term of three years, ending on August 12, 1999. Pursuant to the agreement, Mr. Haglund currently receives a base salary of approximately $110,000 per year. Either party may terminate the agreement on six months' prior written notice. In the event the Company terminates Mr. Haglund, Mr. Haglund is entitled to three months' salary following the effective date of the termination of his employment. Consulting Agreement with Claus Moller. In May 1998, the Company entered into a new consulting agreement with Dr. Claus Moller, terminating Dr. Moller's prior employment and consulting arrangements with the Company and providing that Dr. Moller continue to act as a consultant to the Company, for a consulting fee of $200,000 per year. The agreement expires on April 4, 2000, provided that Dr. Moller may terminate the Agreement upon 30 days' prior written notice. Section 16(a) Beneficial Ownership Reporting Section 16(a) of the Securities Exchange Act of 1934 requires our Directors and executive officers, and persons who own more than 10% of our common stock, to file with the Securities and Exchange Commission (the "SEC"), the Nasdaq National Market and the Company reports of ownership and changes in ownership of common stock and other equity securities of the Company. Based solely on a review of the reports and representations provided to us by the above-referenced persons, we believe that during 1998 all filing requirements applicable to our reporting officers, directors and greater than ten percent beneficial owners were properly and timely satisfied, except that Mr. Laffer and Dr. Sherris each filed late a Form 3 (Initial Statement of Beneficial Ownership). In making these statements, we have relied on representations of our directors, officers and greater than ten percent beneficial owners, and copies of reports they have filed with the SEC. 11. EXECUTIVE COMPENSATION. Executive Compensation The following table sets forth information for the years indicated concerning the compensation awarded to, earned by or paid to our named executive officers for services rendered in all capacities to OXiGENE and its Swedish subsidiary during that period. Summary Compensation Table
Annual Compensation Long Term Compensation ------------------- ---------------------- Securities Name and Principal Position Year Salary($) Underlying Options(#) - --------------------------- ---- --------- --------------------- Bjorn Nordenvall 1998 300,000(1) 120,053(2) President and 1997 300,000(1) -- Chief Executive Officer 1996 213,710(1) 165,000(2) Ronald W. Pero 1998 260,366(3) 46,821(4) Chief Scientific Officer 1997 217,792(3) 60,000(4) 1996 233,170(3) -- David Sherris 1998 72,115(5) 45,000 Director of Product Development and 1997 -- -- U.S. Operating Officer 1996 -- -- Bo Haglund 1998 119,300 24,253(7) Chief Financial Officer 1997 114,765 -- 1996 43,349(6) 30,000(7) Claus Moller 1998 200,000(8) -- Chief Medical Officer 1997 185,064(8) 100,000 1996 146,200(8) -- - --------------- (1) Includes consulting fees for 1998 of $250,000, for 1997 of $250,000, and for 1996 of $163,710. These consulting fees were paid to B. Omentum Consulting AB, a company organized under the laws of Sweden of which Dr. Nordenvall is the sole shareholder. See "Certain Relationships and Related Transactions." (2) In connection with a repricing effected in December 1998, 120,053 options were granted in exchange for 165,000 options granted in 1996. (3) Includes $114,500 in compensation that was deferred at the election of Dr. Pero. (4) In connection with a repricing effected in December 1998, 46,821 options were granted in exchange for 60,000 options granted in 1997. (5) Dr. Sherris became Director of Drug Development in May 1998 and U.S. Operating Officer in August 1998. (6) Mr. Haglund became Chief Financial Officer of the Company in August 1996. (7) In connection with a repricing effected in December 1998, 24,253 options were granted in exchange for 30,000 options granted in 1996. (8) Includes consulting fees for 1998 of $80,002, for 1997 of $60,000, and for 1996 of $145,200, paid to IPC Nordic A/S, a company organized under the laws of Denmark of which Dr. Moller is a director and principal shareholder.
Stock Option Grants in Last Fiscal Year The table below provides information regarding stock options granted to each named executive officer, other than Dr. Moller, during fiscal year 1998. Dr. Sherris' options were granted to him when he started his employment with the Company. In December 1998, the Company's Compensation Committee authorized the Company to offer to reprice certain options by exchanging previously granted options for repriced options. With respect to all persons listed in the table, other than Dr. Sherris', we have assumed that they will elect to accept the repricing offer. Dr. Sherris has elected not to exchange his options for repriced options.
Potential Realizable Value at Assumed Annual Rates ----------------------------- % of Total Awards Options Granted to Exercise or Granted Employees in Base Price Expiration Name (#) Fiscal Year ($/Sh) Date(1) 5%($)(2) 10%($)(2) ---- ------- ------------ ----------- ---------- -------- --------- Bjorn Nordenvall 120,053 48.62% 8.9375 06/14/06 1,547,526 2,195,468 Ronald W. Pero 46,821 18.57% 8.9375 04/04/07 627,534 923,025 David Sherris 45,000 17.85% 12.0000 06/09/08 856,985 1,331,863 Bo Haglund 24,253 9.62% 8.9375 08/12/06 315,070 450,707 - --------------- (1) All options in the table, other than Dr. Sherris' options, are repriced options that were granted in exchange for previously granted options. The original options had a term of ten years, which was not changed in connection with the repricing. (2) The dollar amount under each of these columns assumes that the market price of the Company's common stock from the date of the option grant appreciates at the cumulative annual rates of 5% and 10%, respectively, over the option term of ten years. The assumed rates of 5% and 10% were established by the SEC and, therefore, are not intended to forecast possible future appreciation of the Company's common stock.
Option Exercises and Holdings as of December 31, 1998 No stock options and other awards were exercised in fiscal year 1998 by any of the named executive officers. The following table sets forth, as of December 31, 1998, the number of unexercised options held by each named executive officer and the value thereof based on the closing bid price of the Common Stock of $10.75 on December 31, 1998. Aggregated Option/Warrant Exercises in Last Fiscal Year and Fiscal Year-End Option/Warrant Values Value of Unexercised Number of Unexercised Options/ In-the-Money Options/ Warrants at FY-End(#) Warrants at FY-End($) ------------------------------ ------------------------- Name Exercisable/Unexercisable Exercisable/Unexercisable ---- ------------------------------ ------------------------- Bjorn Nordenvall 165,000/120,053 783,750/217,596 Ronald W. Pero 260,000/46,821 1,246,250/84,863 David Sherris 0/45,000 0/0 Bo Haglund 0/24,253 0/43,959 Claus Moller 73,334/50,000 102,086/0 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The table below shows how many shares of common stock each Director and each named executive officer and the Directors and executive officers as a group beneficially owned as of April 9, 1999. Except as otherwise noted, each person listed in the table owns all shares directly and has sole voting and investment power.
Shares subject to options Name(1) No. of Shares included in total % of Total ------- ------------- ------------------------- ---------- Ronald W. Pero 690,000(2) 260,000 6.59% Bjorn Nordenvall 402,570(3) 165,000(4) 3.88% Per-Olof Soderberg 120,220(5) - 1.17% Claus Moller 129,400 73,334 1.26% David Sherris 1,000 - * Bo Haglund 0 - * Michael Ionata 5,000 5,000(6) * Marvin H. Caruthers 1,500(7) - * Arthur B. Laffer 2,000 2,000 * Gerald A. Eppner 0 - * Amvescap PLC 544,700 - 5.34% All directors and executive 1,351,690 432,000 12.70% officers as a group (9 persons) - --------------- * Indicates less than one percent. (1) Each person listed in the table is a director of the Company or a named executive officer, with an address at c/o OXiGENE, Inc., One Copley Place, Suite 602, Boston, MA 02116, except for Amvescap PLC, whose address is 11 Devonshire Square, London EC2M4 and Amvescap PLC, whose address is 11 Devonshire Square, London EC2M4YR, England. (2) Includes 70,588 shares held by a trust for the benefit of Dr. Pero's children, and 120,588 shares held by The Ronald Pero Charitable Remainder Unitrust, a trust of which Dr. Pero is the trustee. (3) Includes 70 shares held by his daughter; 157,700 held by a corporation organized under the laws of Sweden of which Dr. Nordenvall is the sole stockholder; and 71,300 shares held through a capital insurance placed by Dr. Nordenvall. (4) Options are held by B. Omentum AB, a company organized under the laws of Sweden of which Dr. Nordenvall is the sole shareholder. The Company has a consulting agreement with B. Omentum AB. See Item 13 "Certain Relationships and Related Transactions. (5) Includes 1,320 shares held by Mr. Soderberg's wife and minor children. (6) Options are held by Nordberg Capital Inc., a New York investment banking firm, of which Mr. Ionata is Director of Corporate Finance. Mr. Ionata disclaims beneficial ownership of the option shares. (7) Includes 1,000 shares held by his spouse in trust for his children, as to which Professor Caruthers disclaims beneficial ownership.
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Omentum Consulting Agreement. In October 1995, the Company entered into a consulting agreement with B. Omentum Consulting AB, a company organized under the laws of Sweden ("Omentum") of which Dr. Bjorn Nordenvall, a director and the President and Chief Executive Officer of the Company, is the sole shareholder. Pursuant to the agreement, the Company pays Omentum an annual consulting fee of $250,000. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. OXiGENE, INC. By: /s/ Bjorn Nordenvall ------------------------------------ Bjorn Nordenvall President and Chief Executive Officer April 29, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Bjorn Nordenvall President, Chief Executive Officer April 29, 1999 - ------------------------ and Director (principal executive officer) Bjorn Nordenvall /s/ Bo Haglund Chief Financial Officer April 29, 1999 - ------------------------ Bo Haglund /s/ Marvin H. Caruthers Director April 29, 1999 - ------------------------ Marvin H. Caruthers /s/ Michael Ionata Director April 29, 1999 - ------------------------ Michael Ionata /s/ Arthur B. Laffer Director April 29, 1999 - ------------------------ Arthur B. Laffer /s/ Ronald W. Pero Chief Scientific Officer April 29, 1999 - ------------------------ and a Director Ronald W. Pero /s/ Per-Olof Soderberg Director April 29, 1999 - ------------------------ Per-Olof Soderberg /s/ Gerald A. Eppner Director April 29, 1999 - ------------------------ Gerald A. Eppner -----END PRIVACY-ENHANCED MESSAGE-----