SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
OXiGENE, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement to:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
OXiGENE, INC.
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 1997
TO OUR STOCKHOLDERS:
Please take notice that the 1997 Annual Meeting of Stockholders (the
"Annual Meeting") of OXiGENE, Inc., a Delaware corporation (the "Company"), will
be held at 1:00 p.m., local time, on Friday, May 30, 1997, at Uppropssalen,
Stockholm Stock Exchange, Kallergrand 2, Stockholm, Sweden, for the following
purposes:
1. To elect five directors to hold office until the 1998 Annual
Meeting of Stockholders;
2. To ratify the appointment of Ernst & Young LLP as independent
auditors of the Company for its fiscal year ending December 31,
1997; and
3. To transact such other business as may properly come before the
Annual Meeting or any postponement or adjournment thereof.
Stockholders of record at the close of business on the record date,
April 11, 1997, are entitled to notice of, and to vote at, the Annual Meeting
and any postponement or adjournment thereof.
By Order of the Board of Directors
M. Andica Kunst
April 28, 1997 Vice President and Corporate Secretary
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YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE
ENCLOSED FORM OF PROXY IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED
STATES OR SWEDEN, AS THE CASE MAY BE. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING
MAY REVOKE THEIR PROXIES AND VOTE THEIR SHARES IN PERSON.
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<PAGE>
OXiGENE, INC.
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
PROXY STATEMENT
FOR THE
1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 1997
GENERAL INFORMATION
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of OXiGENE, Inc., a Delaware
corporation ("OXiGENE" or the "Company"), for use at the 1997 Annual Meeting of
Stockholders scheduled to be held on Friday, May 30, 1997, at 1:00 p.m., local
time, or any postponement or adjournment thereof (the "Annual Meeting"). The
Annual Meeting will be held at Uppropssalen, Stockholm Stock Exchange,
Kallergrand 2, Stockholm, Sweden. A form of proxy for use at the Annual Meeting
and a return envelope for the proxy are also enclosed.
Purpose of the Annual Meeting. It is proposed that at the Annual
Meeting: (i) five members of the Board of Directors be elected for terms
expiring at the 1998 Annual Meeting of Stockholders; and (ii) the appointment by
the Board of Directors of the independent auditors of the Company for fiscal
year 1997 be ratified.
The Company is not aware at this time of any other business to be acted
upon at the Annual Meeting. However, if any other business properly comes before
the Annual Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote on those matters in accordance with their best judgment.
Solicitation and Voting of Proxies; Revocation. Shares cannot be voted
at the Annual Meeting unless the owner thereof is present in person or by proxy.
The Board of Directors urges stockholders to complete, date, sign and return
their proxies promptly whether or not they plan to attend the Annual Meeting in
person. All duly executed and unrevoked proxies in the accompanying form that
are received in time for the Annual Meeting will be voted at the Annual Meeting
in accordance with the instructions indicated thereon. In the absence of such
instructions, duly executed proxies will be voted "FOR" the election of the
director nominees listed below and "FOR" the approval of the other proposals set
forth in the Notice of Annual Meeting of Stockholders of the Company.
The submission of a signed proxy will not affect a stockholder's right
to attend, or to vote in person at, the Annual Meeting. A stockholder who
executes a proxy may revoke it at any time before it is voted by filing a
revocation with the Corporate Secretary of the Company, executing a proxy
bearing a later date or by attending the Annual Meeting and voting in person. In
accordance with applicable rules, boxes and a designated blank space are
provided on the form of proxy for stockholders to mark if they wish either to
withhold authority to vote for the nominees for director or abstain on the other
matters presented for a vote of stockholders.
The solicitation will be by mail, and may also be made personally or by
telephone by directors, officers and employees of the Company, for which they
will receive no
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<PAGE>
compensation other than their regular compensation as directors, officers or
employees, if any. All the expenses of the solicitation will be borne by the
Company. Arrangements will be made with brokerage houses and other custodians,
nominees and fiduciaries to send proxies and proxy materials to beneficial
owners of the Company's voting securities, and the Company will reimburse such
brokerage houses and others for their reasonable expenses in so doing. This
Proxy Statement and the enclosed proxy card are being mailed to stockholders
beginning approximately April 28, 1997.
Record Date; Voting Rights. Stockholders of record at the close of
business on April 11, 1997 (the "Record Date"), will be entitled to notice of,
and to vote at, the Annual Meeting. At the close of business on the Record Date,
there were issued and outstanding 9,804,645 shares of OXiGENE common stock,
$0.01 par value per share (the "Common Stock"). Holders of Common Stock are
entitled to one vote for each share of Common Stock registered in their name.
The presence at the Annual Meeting, in person or by proxy, of stockholders
holding a majority of the shares of Common Stock outstanding on the Record Date
will constitute a quorum to transact business at the Annual Meeting. The matters
to be voted upon at the Annual Meeting require the affirmative vote of a
majority of the votes cast at the Annual Meeting.
In accordance with applicable Securities and Exchange Commission
("SEC") rules, designated blank spaces are provided on the form of proxy for
stockholders to mark if they wish either to abstain on one or more of the
proposals or to withhold authority to vote for any nominee for director. Under
the rules of the principal stock exchanges, when brokers have not received
instructions from their customers, brokers holding shares in street name have
the authority to vote the shares on some matters, but not others. Such missing
votes are called "broker non-votes." Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum. Since
the Company's By-Laws require the affirmative vote of a majority of the shares
present, in person or by proxy, an abstention on the Company's proposal to
ratify the selection of its auditors will have the practical effect of a
negative vote since it represents one less vote for approval. With regard to the
election of directors, votes that are withheld will be excluded entirely from
the vote and will have no effect. Under applicable Delaware law, broker
non-votes will not be counted for purposes of determining total votes cast and
thus will have no effect on the outcome of the election of the Board of
Directors.
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<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
Information concerning the nominees for election to the Company's Board
of Directors is set forth below. Each nominee for election to the Board of
Directors named below has consented to being named as a nominee and has agreed
to serve if elected. If elected, each director would serve for a one-year term,
expiring at the 1998 annual meeting of stockholders. The persons identified as
proxies on the enclosed form of proxy intend to vote each properly executed
proxy "FOR" the election of the listed nominees for the ensuing terms or until
their successors are elected and qualified, unless indicated otherwise in a
properly executed form of proxy. If any of the named nominees is not available
for election at the time of the Annual Meeting, discretionary authority will be
exercised to vote for a substitute or substitutes, unless the Board of Directors
chooses to reduce the number of directors. Management is not aware of any
circumstances that would render any nominee for director named below
unavailable.
The Company's Board of Directors currently consists of five members,
including two members who are "non-employee directors" within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (a
"Non-employee Director"). The Company is actively seeking a sixth individual to
appoint to its Board of Directors. Such individual should qualify as a
Non-employee Director. The Board anticipates appointing such individual as soon
as practicable following the Annual Meeting.
The Company has agreed, until August 26, 1998, to use its best efforts
to cause one individual designated by RAS Securities Corp. and ABD Securities
Corporation, the representatives of the underwriters of the Company's initial
public offering (the "Representatives"), to be elected to the Company's Board of
Directors. None of the nominees for election at the Annual Meeting has been
designated by the Representatives. Since the Company's initial public offering
in August 1993, the Representatives have not exercised their right to designate
an individual for election to the Board of Directors, and the Company has no
reason to believe they have any intention to do so in the future.
The following information with respect to each nominee has been
furnished to the Company by such nominee. The ages of the nominees are as of
March 31, 1997.
Marvin H. Caruthers, Ph.D., 56, was elected as a Director at the
Company's 1996 annual meeting of stockholders in June 1996, and serves on the
Company's Compensation Committee. Dr. Caruthers is a Professor of Chemistry and
Biochemistry at the University of Colorado, Boulder, Colorado, whose research in
nucleic acid chemistry resulted in new methods for the chemical synthesis of
DNA. Dr. Caruthers is a scientific co-founder of, and serves as a consultant to,
Amgen Inc., a biotechnology company engaged in the development of products
derived from gene synthesis capabilities, and is a 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. Dr. Caruthers also serves on the board of directors of BioStar,
Inc., a biotechnology company, and Skandigen AB, a publicly-traded Swedish
biotechnology company ("Skandigen"). Dr. Caruthers, who is a member of the
United States National Academy of Sciences and the American Academy of Arts and
Sciences, has published more than 140 manuscripts related to his research.
Michael Ionata, 45, was appointed as a Director in October 1995, and
serves as Chairman of the Company's Compensation Committee. Mr. Ionata is
Director of Corporate Finance of Nordberg Capital Inc., an investment banking
firm based in New York. From May 1983 to May 1991, Mr. Ionata worked in
corporate finance and venture capital management at Den Norske Bank, a Norwegian
bank, in its New York office. Prior to joining Den Norske Bank, Mr. Ionata
worked for Coopers & Lybrand LLP specializing in valuations, cost-benefit
analysis and restructurings. Mr. Ionata is currently a director of C.E.L.
Industries Poland, a
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<PAGE>
restaurant company, and was a director of Skandigen.
Claus M0ller, M.D., Ph.D., 34, was appointed as a director and became
the Company's Chief Medical Officer in March 1995. Dr. M0ller is responsible for
coordinating the Company's clinical trials. IPC Nordic A/S, a pharmaceutical
consulting company organized under the laws of Denmark of which Dr. M0ller is
the president and a principal shareholder, has served as a consultant to the
Company since April 1994. See "Certain Relationships and Related Transactions."
From 1989 to 1994, Dr. M0ller was Medical Director for Synthelabo Scandinavia
A/S and from 1983 to 1984, he was involved in cell biology and biomedical
research at the University of Copenhagen, Denmark.
Bjorn Nordenvall, M.D., Ph.D., 44, was appointed as a Director in March
1995, and became the Company's President and Chief Executive Officer in June
1995 and Chairman of the Board of Directors in June 1996. From March to August
1996, Dr. Nordenvall served as the Company's Chief Financial Officer. Dr.
Nordenvall also serves on the Company's Audit Committee. Dr. Nordenvall is a
specialist in general surgery and, from 1987 to September 1996, was president of
Sophiahemmet AB, a Stockholm-based hospital. During 1983 and 1984, Dr.
Nordenvall was president of Carnegie Medicine AB, Stockholm, Sweden, a
biotechnology company, and from 1977 through 1985, he practiced surgery at
Danderyd Hospital, Stockholm. From 1984 through 1986, Dr. Nordenvall served as a
consultant to Carnegie, a Swedish investment banking company, and, since 1984,
he has been a consultant to Skandia Insurance Company, a Swedish insurance
company.
Ronald W. Pero, Ph.D., 56, is a co-founder of OXiGENE, and has been a
Director and the Company's Chief Scientific Officer since its inception. From
November 1993 to June 1995, Dr. Pero also served as President of the Company.
Dr. Pero specializes in the field of DNA repair and its relation to cancer
treatment, and directs and coordinates the Company's research and development
efforts. Dr. Pero has been a fellow of the National Institute of Environmental
Health Sciences in Research Triangle Park, North Carolina, a director of the
Division of Biochemical Epidemiology at the Strang Cancer Prevention Center in
New York City, and currently holds faculty positions at both New York University
Medical Center and the University of Lund in Lund, Sweden, where he is a
Professor of Molecular Ecogenetics. Dr. Pero is also a 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.
Dr. Pero has published more than 175 manuscripts related to his research.
Unless individual stockholders indicate otherwise, each returned proxy
will be voted "FOR" the election to the Board of Directors
of each of the five nominees named above.
Board of Directors Committees and Meetings
During 1996, the Board of Directors held six meetings. Except for
Dr. Caruthers who was absent from one meeting, all incumbent members of the
Board of Directors attended all meetings. The Board of Directors has two
standing committees: the Audit Committee and the Compensation Committee.
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<PAGE>
The Audit Committee reviews, with the Company's independent auditors,
the scope and timing of their audit services and any other services they are
asked to perform, the auditor's 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. In addition, the
Audit Committee makes annual recommendations to the Board of Directors regarding
the appointment of independent auditors for the ensuing year. The Audit
Committee consists of Mr. Ionata (Chairman) and Dr. Nordenvall. Currently, there
is a vacancy on the Audit Committee. If and when a Non-employee Director is
appointed to the Board of Directors, such individual is expected to serve on the
Audit Committee. The Audit Committee did not meet in 1996.
The Compensation Committee did not meet in 1996. Its functions are
discussed in the Report on Executive Compensation which starts on page 12. The
Compensation Committee consists of Mr. Ionata (Chairman) and Dr. Caruthers.
Director Compensation
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. In addition, pursuant to the OXiGENE
1996 Stock Incentive Plan, each Non-employee Director receives, upon first being
elected to the Company's Board of Directors, options to purchase an aggregate of
55,000 shares of Common Stock, such options to vest in five equal annual,
cumulative installments of 11,000 shares on the anniversary of their election.
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1997, and has
directed that the appointment of the independent auditors be submitted for
ratification by the Company's stockholders at the Annual Meeting. Ernst & Young
LLP has audited the Company's financial statements since 1992.
Stockholder ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors is not required by the Company's By-Laws or
otherwise. However, the Board of Directors is submitting the appointment of
Ernst & Young LLP to the stockholders for ratification as a matter of what it
considers to be good corporate practice. If the stockholders fail to ratify the
appointment, the Board of Directors will reconsider whether or not to retain
that firm. Even if the appointment is ratified, the Board of Directors, in its
discretion, may direct the appointment of a different independent accounting
firm at any time during the year if the Board of Directors determines that such
a change would be in the best interests of the Company and its stockholders.
Representatives of the Swedish affiliate of Ernst & Young LLP, are
expected to be present at the Annual Meeting, will have an opportunity to make a
statement if they so desire and will be available to respond to appropriate
questions from stockholders.
The Board of Directors Recommends a Vote "FOR" Ratification of the
Appointment of Ernst & Young LLP as the Independent Auditors
for the Fiscal Year Ending December 31, 1997.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth the number of shares of Common Stock
beneficially owned, as of April 11, 1997, by (i) each stockholder known to the
Company to be a beneficial owner of more than 5% of the Common Stock, (ii) each
director and nominee for director, (iii) each Named Executive Officer (as
defined below) included in the Summary Compensation Table under the caption
"Executive Compensation" below, and (iv) the directors and officers of the
Company as a group. Unless otherwise noted, all shares are owned directly with
sole voting and dispositive powers.
Beneficial Ownership(2)
Name(1) No. of Shares % of Total
Ronald W. Pero 690,000(3) 6.86%
Bjorn Nordenvall 390,000(4) 3.91%
Claus M0ller 58,333 *
Michael Ionata 5,000(5) *
Marvin H. Caruthers 1,500(6) *
Richard A. Brown 561,825 5.73%
All directors and executive
officers as a group (7 persons) 1,144,833 11.12%
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* Indicates less than one percent.
(1) Each person listed in the table is a director and nominee for director of
the Company, with an address at c/o OXiGENE, Inc., 110 East 59th Street,
New York, New York 10022, except for Richard A. Brown, whose address is PO
Box 8706, Longboat Key, FL 34228.
(2) Includes the following shares which are purchasable under options and
warrants that are presently exercisable or exercisable within 60 days of
the date of this table: Dr. Pero - 260,000 shares; Dr. Nordenvall - 165,000
shares; Dr. M0ller - 58,333 shares; and Mr. Ionata - 5,000 shares.
(3) 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.
(4) Includes 1,000 shares held by his spouse as to which Dr. Nordenvall
disclaims beneficial ownership; 142,700 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.
(5) Options are held by Nordberg Capital Inc., a New York investment banking
firm, of which Mr. Ionata is Director of Corporate Finance and the
directors, officers and key employees of which own, collectively, 72,800
shares of OXiGENE Common Stock. Mr. Ionata disclaims beneficial ownership
of such shares.
(6) Includes 1,000 shares held by his spouse in trust for his children, as to
which Professor Caruthers disclaims beneficial ownership.
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<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information for the years indicated
concerning the compensation awarded to, earned by or paid to the Chief Executive
Officer of the Company and the three most highly paid executive officers, other
than the Chief Executive Officer (collectively, the "Named Executive Officers")
for services rendered in all capacities to the Company and its Swedish
subsidiary during such period.
<TABLE>
Summary Compensation Table
----------------------------------------------- --------------------
<CAPTION>
Annual Compensation Long Term
Compensation
- ---------------------------------- ----------- ----------------- ------------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
Name and Principal Position Year Salary($) Bonus($) Securities All Other
Underlying Compensation
Options(#) ($)
Bjorn Nordenvall 1996 213,710(1) -- 165,000 --
President and Chief 1995 56,847(1) -- 165,000 --
Executive Officer 1994 -- -- -- --
Claus M0ller 1996 145,200(2) -- -- --
Chief Medical Officer 1995 134,467(2) -- 70,000 --
1994 -- -- 30,000 90,000(3)
Ronald W. Pero 1996 233,170(4) -- -- 32,000(5)
Chief Scientific Officer 1995 201,850 -- -- --
1994 180,000 60,000 90,000 25,000(6)
Bo Haglund 1996 43,349(6) -- 30,000 --
Chief Financial Officer 1995 -- -- -- --
1994 -- -- -- --
</TABLE>
(1) Includes consulting fees for 1996 and 1995 of $163,710 and $27,680,
respectively. These fees were paid to B. Omentum Consulting AB, a company
organized under the laws of Sweden of which Dr. Nordenvall is the sole
shareholder ("Omentum"), pursuant to a consulting agreement, dated October
1995, between the Company and Omentum. See "Certain Relationships and
Related Transactions." Dr. Nordenvall joined the Company as Chief
Executive Officer and President in June 1995.
(2) Includes consulting fees for 1996 and 1995 of $145,200 and $70,000,
respectively. These fees were paid to IPC Nordic A/S, a company organized
under the laws of Denmark of which Dr. M0ller is the president and a
principal shareholder ("IPC"), pursuant to a consulting agreement, dated
August 1995, between the Company and IPC. See "Certain Relationships and
Related Transactions."
(3) Represents fees paid to Dr. M0ller for services provided to the Company
and its Swedish subsidiary commencing in April 1994.
(4) Includes $114,500 in compensation that was deferred at the election for
Dr. Pero.
(5) Compensation earned in 1995, but paid in 1996.
(6) Represents housing allowance.
(7) Mr. Haglund, the Company's Chief Financial Officer, joined the Company in
August 1996. His annual base salary is approximately $101,250.
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<PAGE>
Employment Agreements
Employment Agreement with Bjorn Nordenvall. In October 1995, the
Company entered into an employment agreement with Dr. Nordenvall. The initial
term of the agreement expires May 31, 1997, but will be extended automatically
for additional one-year periods unless terminated by either party upon 90 days
prior written notice. Dr. Nordenvall's base salary is $50,000 per year. In
October 1995, the Company also 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 ("Omentum"), pursuant to which the Company currently
pays Omentum a consulting fee of $200,000 per year. See "Certain Relationships
and Related Transactions."
Employment Agreement with Ronald Pero. In May 1993, the Company entered
into an employment agreement with Dr. Pero. The agreement provides that either
party may terminate the agreement upon 90-days prior written notice. In
September 1995, pursuant to the recommendation of the Compensation Committee,
Dr. Pero's base salary was fixed at $240,000 per year. In 1996, $114,500 in
compensation was deferred at the election of Dr. Pero pursuant to a deferred
compensation arrangement.
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, expiring on August
12, 1999. Pursuant to the agreement, Mr. Haglund receives a base salary of
$101,250 per year. Either party may terminate the agreement on six month prior
written notice. In the event the Company terminates Mr. Haglund, Mr. Haglund is
entitled to three months salary following the effective date of his termination.
Stock Option Grants and Exercise
The following table sets forth information regarding stock options
granted to each Named Executive Officer during fiscal year 1996 pursuant to the
OXiGENE 1996 Stock Incentive Plan (the "Plan").
<TABLE>
<CAPTION>
Name Options % of Total Exercise Expiration Potential Realizable Value at
Granted Awards or Base Date(2) Assumed Annual Rates
(#)(1) Granted to Price 5%($)(3) 10%($)(3)
Employees ($/Sh)
in Fiscal
Year
<S> <C> <C> <C> <C> <C> <C>
Bjorn Nordenvall.... 165,000 73.33 28.75 6/14/06 2,983,318 7,560,315
Claus M0ller........ -- -- -- -- -- --
Ronald W. Pero...... -- -- -- -- -- --
Bo Haglund.......... 30,000 13.33 22.00 8/12/06 415,070 1,051,870
</TABLE>
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(1) Options granted under the Plan are exercisable over a period of ten years,
except that incentive stock options granted to any holder of more than 10%
of the Company's outstanding shares of Common Stock are exercisable over a
period of 5 years.
(2) The Plan generally provides that if an optionee ceases to be an employee,
consultant or director for any reason other than death, disability or
discharge for "cause," the unexercised portion of any outstanding options
granted to the optionee, to the extent such options have vested, may be
exercised for a period of
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three months after such cessation. Upon ermination as a result of death or
disability, the optionee or the optionee's legal representative may
exercise outstanding options, to the extent such options have vested,
within one year of termination. In no event, however, shall the exercise
period for an option extend beyond the expiration of the option term. If
the optionee is discharged for "cause," all outstanding options terminate
immediately. Options are not transferable during the optionee's lifetime
and may only be exercised by the optionee's legal representative in the
event of the optionee's death. Payment of the exercise price of options
granted to an employee of the Company may, in the discretion of the
Compensation Committee, be made in either of the following (or any
combination thereof): (i) cash, or (ii) the transfer of shares of Common
Stock of the Company upon such terms and conditions as determined by the
Compensation Committee. In the event of a "change in control" all
outstanding options become immediately exercisable. In the event of a
"recapitalization," appropriate adjustments will be made to outstanding
options without a change in their total fair market value as of the date
of the adjustment. (3) The dollar amount under each of these columns
assumes that the market price of the 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, 1996
Except as described below, no stock options and other awards were
exercised in fiscal year 1996 by any of the Named Executive Officers. The
following table sets forth, as of December 31, 1996, 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 $23.50 on December 31, 1996.
Aggregated Option/Warrant Exercises in Last Fiscal Year
and Fiscal Year-End Option/Warrant Values
Name Number of Unexercised Value of Unexercised In-the-
Options/Warrants Money Options/Warrants
at FY-End(#) at FY-End($)
Exercisable/ Exercisable/
Unexercisable Unexercisable
Bjorn Nordenvall 165,000/165,000 2,887,500/0
Claus M0ller 58,333/46,667 1,026,961/798,939
Ronald W. Pero 260,000/0 4,561,250/0
Bo Haglund 0/30,000 0/45,000
On each of April 18 and June 13, 1996, Dr. Ronald Pero exercised
options to purchase 50,000 shares of Common Stock, at an exercise price of $1.95
per share. The closing price of the Company's Common Stock as reported by the
Nasdaq National Market on those days was $18.9375 and $31.00, respectively,
resulting in a gain of $849,375 and $1,452,500, respectively.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
IPC Nordic Consulting Agreement. In August 1995, the Company entered
into a consulting agreement with IPC Nordic A/S, a company organized under the
laws of Denmark ("IPC") of which Dr. Claus M0ller, a director and the Chief
Medical Officer of the Company, is the president and a principal shareholder.
Pursuant to the agreement, IPC provides services with respect to the Company's
clinical trials and a possible future compassionate use program in consideration
of an annual consulting fee of approximately $144,000.
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
$200,000.
-11-
<PAGE>
REPORT ON EXECUTIVE COMPENSATION1
Introduction
Two of OXiGENE's directors, Mr. Ionata (Chairman) and Dr. Caruthers,
each of whom is a Non-employee Director, constitute the Compensation Committee,
which, among other things, is responsible for making recommendations to the
Board of Directors with respect to (1) the Company's compensation philosophy and
compensation guidelines for its executives; (2) the roles and respective
performances of the Company's executive officers, especially as these affect
compensation; (3) appropriate compensation levels for the Chief Executive
Officer and other executives of the Company based on a comparative review of
compensation practices in similarly situated business; and (4) the design and
implementation of the Company's compensation plans and the establishment of
criteria and the approval of performance results relative to the Company's
incentive plans. As a practical matter, the Committee sets and administers all
compensation of the three management directors, Drs. Nordenvall, M0ller and
Pero, since the management directors do not participate in deliberations
regarding or vote on compensation matters affecting them. The Board of Directors
did not modify or reject any action or recommendation of the Compensation
Committee regarding compensation for the 1996 fiscal year.
This report sets out the Company's executive compensation philosophy
and objectives, describes the components of its executive compensation program
and describes the bases on which 1996 executive compensation determinations were
made with respect to the executive officers of the Company, including those
named in the Summary Compensation Table preceding this report.
Executive Compensation Philosophy and Objectives
It is the Company's policy to maintain a flexible managerial and
compensation structure in order that it may meet its evolving and changing
supervisory needs, while controlling its overhead expenses, as its business
progresses. As part of this policy, the Company provides a compensation package
that is intended to focus executive behavior on the fulfillment of annual and
long-term business objectives, and to create a sense of ownership in the Company
that causes executive decisions to be aligned with the best interests of the
Company's stockholders.
In 1996, total cash remuneration arrangements with the Company's
incumbent executive officers (5 persons) amounted to approximately $735,000,
including consulting fees paid to companies owned or controlled by such
executive officers. As the Company's clinical trials continue to progress and
expand and the Company prepares to file additional applications with the United
States Food and Drug Administration and similar government authorities in other
countries, it will be necessary to hire more full-time executives and key
employees. Accordingly, the amount of cash remuneration payable by the Company
is likely to increase significantly. The Company's Board of Directors
continually monitors its managerial composition and compensation structure.
- -------------------------------
1. Pursuant to Item 402(a)(9) of Regulation S-K promulgated by the SEC, neither
the "Report on Executive Compensation" nor the material under the caption
"Performance Measurement Comparison" shall be deemed to be filed with the SEC
for purposes of the Securities Exchange Act of 1934, as amended, nor shall such
report or such material be deemed to be incorporated by reference in any past or
future filing by the Company under the Exchange Act or the Securities Act of
1933, as amended.
-12-
<PAGE>
Compensation Program Components
Consistent with the Company's executive compensation objectives,
compensation for its senior managers consists of two elements: an annual base
salary and long-term incentive compensation.
Annual Base Salary. Base salaries for executive officers are determined
with reference to a salary range for each position. Salary ranges are determined
by evaluating a particular employee's position and comparing it with what are
believed to be representative prevailing norms for similar positions in
similarly-sized companies. Within this salary range, an executive's initial
salary level is determined largely through Compensation Committee judgment based
on the experience of its members. Salaries are determined at a level to attract,
motivate and retain superior executives. The Compensation Committee determines
annual salary adjustments based on the Company's performance, the individual
executive's contribution to that performance, prevailing norms and the
Compensation Committee members' knowledge and experience.
Long-Term Incentive Compensation. Long-term incentive compensation is
provided by the grant of options to purchase shares of Common Stock under the
Company's stock incentive plans. In considering awards, the Compensation
Committee takes into account such factors as prevailing norms for the ratio of
options outstanding to total shares outstanding, the relative influence each
position will have on the building of shareholder value over the long term, and
the amount, vesting and expiration dates of each executive's outstanding
options.
Consultant's Compensation. The Company continues to rely to a great
extent on consultants, including, among others, the members of the Company's
Scientific Advisory Board, in the areas of research and development, clinical
trials and clinical trial management, marketing and finance. The Board of
Directors has determined that it is less expensive and more efficient to engage
consultants rather than to expand the Company's overhead by hiring individuals
for these positions. In order to retain their motivation and long-term
commitment, from time to time these consultants will be granted options under
the Company's stock incentive plans.
Other. Based on currently prevailing authority, including proposed
Treasury regulations, and in consultation with outside tax and legal experts,
the Compensation Committee has determined that it is unlikely that the
Compensation Committee would require the Company to pay any amounts in 1996 that
would result in the loss of a federal income tax deduction under Section 162(m)
of the Internal Revenue Code of 1986, as amended, and accordingly has not
recommended that any special actions be taken or plans or programs be revised at
this time in light of such tax provisions.
The Compensation Committee
Michael Ionata (Chairman)
Marvin Caruthers
-13-
<PAGE>
Performance Measurement Comparison
The following chart shows cumulative total shareholder return
on the Company's Common Stock (since the initial public offering on August 26,
1993), compared with the Standard & Poor's Biotechnology Midcap and the Standard
& Poor's Midcap 400 Index.
OXiGENE, INC.
Performance Graph
<TABLE>
<CAPTION>
------------------------- --------------------------- --------------------------- ---------------------------
Measurement Period OXiGENE, Inc. S&P Biotechnology Midcap S&P Midcap 400 Index
------------------- ------------- ------------------------ --------------------
- -------------------------- --------------------------- --------------------------- ---------------------------
<S> <C> <C> <C>
8/26/93 100 100 100
- -------------------------- --------------------------- --------------------------- ---------------------------
12/31/93 135.90 120.31 104.81
- -------------------------- --------------------------- --------------------------- ---------------------------
12/30/94 97.44 127.02 101.05
- -------------------------- --------------------------- --------------------------- ---------------------------
12/30/95 217.95 225.48 132.32
- -------------------------- --------------------------- --------------------------- ---------------------------
12/31/96 482.06 199.35 157.73
- -------------------------- --------------------------- --------------------------- ---------------------------
</TABLE>
-14-
<PAGE>
ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders is being provided
to each stockholder of the Company with this Proxy Statement. Additional copies
may be obtained by writing to OXiGENE, Inc., 110 East 59th Street, New York, New
York 10022, Attention: Corporate Secretary.
FILINGS PURSUANT TO SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires certain
officers of the Company and its directors, and persons who own beneficially more
than ten percent of any registered class of the Company's equity securities, to
file reports of ownership and changes in ownership of Common Stock of the
Company with the SEC, the Nasdaq National Market and the Company. Based solely
on a review of the reports and representations provided to the Company by the
above-referenced persons, the Company believes that during 1996, all filing
requirements applicable to its reporting officers, directors and greater than
ten percent beneficial owners were properly and timely satisfied. In making
these statements, the Company has relied on representations of its directors,
officers and greater than ten percent beneficial owners, and copies of reports
they have filed with the SEC.
STOCKHOLDER PROPOSALS
The eligibility of stockholders to submit proposals, the proper
subjects of stockholder proposals and the form of stockholder proposals are
regulated by Rule 14a-8 under Section 14 of the Securities Exchange Act of 1934,
as amended. In accordance with regulations issued by the SEC, stockholder
proposals intended for presentation at the 1998 Annual Meeting of stockholders
must be received by the Company at its principal executive office, 110 East 59th
Street, New York, New York 10022, no later than Tuesday, December 23, 1997, if
such proposals are to be considered for inclusion in the Company's proxy
statement for the 1998 annual meeting of stockholders. Each proposal submitted
should include the full and correct name and address of the stockholder(s)
making the proposal, the number of shares beneficially owned and their date of
acquisition. If beneficial ownership is claimed, proof thereof should also be
submitted with the proposal. The stockholder or his or her representative must
appear in person at the annual meeting and must present the proposal, unless he
or she can show good reason for not doing so.
By Order of the Board of Directors
M. Andica Kunst,
Vice President and Corporate Secretary
-15-
OXiGENE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON MAY 30, 1997
The undersigned hereby appoints Bo A. Haglund and M. Andica Kunst, and
each of them, with full power of substitution, proxies to vote all shares of
Common Stock of OXiGENE, Inc., a Delaware corporation (the "Company"), owned by
the undersigned at the 1997 Annual Meeting of Stockholders of the Company to be
held at Uppropssalen, Stockholm Stock Exchange, Kallargrand 2, Stockholm,
Sweden, on May 30, 1997 at 1:00 p.m., local time, and at any and all
adjournments or postponements thereof.
The shares represented by the Proxy will be voted in the manner directed and, if
no instructions to the contrary are indicated, will be voted FOR the election of
the named nominees and approval of the proposals set forth in the Notice of
Annual Meeting of Stockholders.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the Proxy Statement furnished herewith.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO TAKING OF A VOTE ON
THE MATTERS HEREIN.
(Continued and to be signed on reverse side.) SEE
REVERSE
SIDE
X
Please mark your
votes as in this
example
<TABLE>
<CAPTION>
<S> <C> <C>
[ ] [ ]
1. Election of Directors. FOR WITHHOLD AUTHORITY
all nominees listed at right to vote for all nominees listed at right
(except as marked to the contrary below)
Nominees: Marvin H. Caruthers, Michael Ionata, Claus Moller, Bjorn Nordenvall and Ronald W. Pero
</TABLE>
To withhold authority to vote for an individual nominee, print the name of
such nominee on the line provided.
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. Ratification of Ernst & Young LLP as Independent Auditors. [ ] [ ] [ ]
3. OTHER MATTERS: [ ] [ ] [ ]
Discretionary authority is hereby granted with respect to such other
matters as may properly come before the meeting or any adjournment or
postponement thereof.
</TABLE>
SIGNATURES DATE
---------------------------------------- ------------
486891.1
<PAGE>
Note: Please sign your name exactly as it appears hereon. When signing as
attorney, agent, executor, administrator, trustee, guardian or
corporate officer, please give full title as such. Each joint owner
should sign the Proxy.
486891.1
