SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: December 1, 1999
(Date of earliest event reported)
OXiGENE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-21990 13-3679168
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
One Copley Place, Suite 602, Boston, Massachusetts 02116
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 536-9500
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Item 5. Other Materially Important Events
On December 1, 1999, the Registrant issued a notice to registered holders
of warrants, a copy of which is attached hereto as Exhibit 99.1, with respect to
public warrants issued by the Registrant pursuant to the Warrant Agreement dated
August 26, 1993, as amended.
On December 2, 1999, the Registrant issued a press release, a copy of
which is attached hereto as Exhibit 99.2, announcing that the Company will be
exercising its right to redeem the public warrants, which were due to expire on
December 31, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
99.1 Notice to Registered Holders of Warrants, dated December 1,
1999.
99.2 Press release of the Registrant, dated December 2, 1999.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned herewith duly authorized.
Date: December 7, 1999 OXiGENE, INC.
(Registrant)
By: /s/ Bo Haglund
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Bo Haglund
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
99.1 Notice to Registered Holders of Warrants, dated December 1, 1999.
99.2 Press release of the Registrant, dated December 2, 1999.
NOTICE TO REGISTERED HOLDERS OF WARRANTS OF CALL FOR REDEMPTION
BY THE COMPANY
December 1, 1999
Notice is hereby given, pursuant to the Warrant Agreement dated August 26, 1993
(the "Agreement"; capitalized terms used herein but not otherwise defined shall
have meanings ascribed to such terms in the Agreement) between OXiGENE, Inc., a
Delaware corporation (the "Company") and American Stock Transfer & Trust Company
as amended, that the Company hereby exercises its right to redeem the Warrants
held by you, effective December 2, 1999 (the "Call"). As required by the
Agreement, the shares of the Company's Common Stock, as reported on the National
Market of the NASDAQ Stock Market, Inc., have traded at an average trading price
of not less than $16.00 per share for a period of ten consecutive trading days
from November 17, 1999 to December 1, 1999. The Company's Common Stock traded at
$17.25 per share on the NASDAQ National Market as of the date of this notice.
Any Warrants that are Called but remain unexercised after December 22, 1999 will
be redeemed promptly thereafter at redemption price of $.001 per Warrant payable
by the Company in cash. Upon payment to the holders of any unexercised warrants
that remain outstanding after December 22, 1999, shall be deemed cancelled with
no further action necessary by you or the Warrant Agent.
If you wish to exercise your Warrants prior to December 22, 1999, pursuant to
the Warrant Agreement you must deliver to the Warrant Agent the Warrant
Certificate representing such Warrants, with the exercise form thereon duly
executed by you or your attorney duly authorized in writing, together with
payment in cash or by check made payable to the Warrant Agent, of an amount
equal to $14.35 multiplied by the number of Warrants exercised (the "Aggregate
Purchase Price"). Upon receipt of the Warrant Certificate and the Aggregate
Purchase Price, the Warrant Agent shall issue 1.07 shares of the Company's
Common Stock for each Warrant exercised. Accordingly, the effective exercise
price of each warrant on the basis of one share of Common Stock is $13.41 per
share. If you have any questions regarding this matter, please contact Bo
Haglund, Chief Financial Officer at the Company Office in Stockholm. Phone
+46-8-6788720, fax +46-8-6788605.
OXiGENE, INC.
Bo Haglund
Chief Financial Officer
OXIGENE ANNOUNCES REDEMPTION OF WARRANTS
BOSTON, MA and Stockholm, Sweden -- (December 2, 1999) -- OXiGENE, Inc.
(NASDAQ: OXGN, SSE: OXGN) today announced the Company will exercise its
right to redeem the public warrants, which were due to expire on December 31,
1999.
According to the original Warrant Agreement dated August 26,1993, as amended,
the Company can redeem the approximately 841,235 public warrants outstanding,
after the Company's common stock, as reported on NASDAQ, has traded at an
average trading price of not less than $16.00 per share for ten consecutive
trading days. OXiGENE's common stock met the trading requirements for the
redemption call from November 17 through December 1, 1999.
Each warrant is convertible to 1.07 of common stock at a price of $14.35 per
warrant, or approximately $13.41 per common share of the Company's stock. A
Notice to Registered Holders of Warrants has been issued.
OXiGENE is an international biopharmaceutical company developing a diverse
portfolio of innovative products to combat cancer and other major diseases. The
Company's mission is to develop new therapeutics that will enhance the
effectiveness of traditional cancer treatments and to introduce innovative
therapies that attack cancer in new ways.
This press release may contain forward-looking statements that involve risks and
uncertainties that may cause the Company's actual results or outcomes to be
materially different from those anticipated and discussed in this press release,
specifically related to the successful redemption of all public warrants.
Factors that may cause such a difference include, but are not limited to, those
risks and uncertainties included in the Company's Annual Report on Form 10-K and
in the Company's other filings with the Securities and Exchange Commission
during the past 12 months.
