SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and O-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, $.01 par value, of OXiGENE, Inc.
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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):
---------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] 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.
(1) Amount Previously Paid:
NA
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(2) Form, Schedule or Registration Statement no.:
NA
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(3) Filing party:
NA
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(4) Date filed:
NA
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<PAGE>
[LOGO]
ONE COPLEY PLACE, SUITE 602 BLASIEHOLMSGATAN 2C
BOSTON, MASSACHUSETTS 02116 STOCKHOLM, SE-111 48 SWEDEN
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 26, 2000
TO OUR STOCKHOLDERS:
Please take notice that the 2000 annual meeting of the stockholders
of OXiGENE, Inc., a Delaware corporation, will be held on Friday, May 26, 2000,
at 1:00 p.m., local time, at the Uppropssalen, OM Stockholm Exchange, Stockholm,
Sweden, for the following purposes:
1. To elect seven directors to hold office until the 2001 annual
meeting;
2. To ratify the appointment of Ernst & Young LLP as our independent
auditors for the fiscal year ending December 31, 2000; and
3. To transact such other business as may properly come before the
annual meeting.
Only stockholders of record at the close of business on the record
date, April 7, 2000, are entitled to notice of, and to vote at, the annual
meeting.
By Order of the Board of Directors
/s/ Bo Haglund
Bo Haglund,
April 25, 2000 Corporate Secretary
===============================================================================
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. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY REVOKE THEIR
PROXIES AND VOTE THEIR SHARES IN PERSON.
===============================================================================
<PAGE>
TABLE OF CONTENTS
Defined Terms................................................................i
Information Relating to the Annual Meeting...................................1
Board of Directors Meetings..................................................2
Committees...................................................................2
Compensation of Directors....................................................3
Section 16(a) Beneficial Ownership Reporting.................................3
Executive Officers of the Company............................................3
PROPOSAL 1 - ELECTION OF DIRECTORS...........................................5
Report of Compensation Committee on Executive Compensation...................8
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF AUDITORS........................11
Security Ownership of Certain Beneficial Owners and Management..............12
Executive Compensation......................................................14
Certain Relationships and Related Transactions..............................17
Stockholder Return Performance Graph........................................18
Other Information...........................................................19
DEFINED TERMS
"OXIGENE," "WE," "US," "OUR" or "COMPANY" means, collectively, OXiGENE, Inc. and
its Swedish subsidiary OXiGENE Europe AB.
"NAMED EXECUTIVE OFFICER" means, collectively, Dr. Bjorn Nordenvall, our
President and Chief Executive Officer and our next highest paid executive
officers at the end of 1999 named in the "Summary Compensation Table."
i
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[LOGO]
ONE COPLEY PLACE, SUITE 602 BLASIEHOLMSGATAN 2C
BOSTON, MASSACHUSETTS 02116 STOCKHOLM, SE-111 48 SWEDEN
PROXY STATEMENT
FOR THE
2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MAY 26, 2000
INFORMATION RELATING TO THE ANNUAL MEETING
PROXY STATEMENT
OXiGENE's Board of Directors is soliciting proxies to be used at the
2000 annual meeting of stockholders. This proxy statement and the proxy card
will be mailed to stockholders beginning April 21, 2000.
WHO CAN VOTE
Record holders of our common stock at the close of business on the
record date, April 7, 2000, may vote at the annual meeting. On the record date,
approximately 58 record holders held 11,309,534 shares of outstanding common
stock.
HOW YOU CAN VOTE
You can only vote your shares if you are either present in person or
represented by proxy at the annual meeting. You can vote your proxy by
completing and returning the enclosed proxy card by mail. If you return a
properly signed proxy card, we will vote your shares as you direct. IF YOUR
PROXY CARD DOES NOT SPECIFY HOW YOU WANT TO VOTE YOUR SHARES, WE WILL VOTE YOUR
SHARES "FOR" THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND "FOR" THE APPROVAL OF
THE OTHER PROPOSALS SET FORTH IN THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS.
REVOCATION OF PROXIES
You can revoke your proxy at any time before it is exercised by any
of these three methods:
o by voting in person at the annual meeting;
o by delivering a written notice of revocation dated after the
proxy to our Secretary; or
o by delivering another proxy dated after the previous proxy.
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<PAGE>
REQUIRED VOTES
Each share of common stock receives one vote on all matters properly
brought before the annual meeting. In order to conduct business at the annual
meeting, a quorum, consisting of a majority of the outstanding shares of common
stock as of the record date, must be present in person or represented by proxy
at the meeting. The seven nominees for director receiving the highest number of
votes at the annual meeting will be elected:
Designated blank spaces are provided on the proxy card to mark if
you wish either to abstain on one or more of the proposals or to withhold
authority to vote for any nominee for director. Proxies submitted by brokers who
do not indicate a vote for some or all of the items voted on because they do not
have discretionary voting authority and have not received voting instructions
are called "broker non-votes." Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum. Since our By-Laws
require the affirmative vote of a majority of the shares present, in person or
by proxy, an abstention on the proposal to ratify the selection of our 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. 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.
BOARD OF DIRECTORS MEETINGS
During 1999, the Board of Directors held 12 meetings. 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 fulfilling its responsibilities:
AUDIT COMMITTEE
MEMBERS: Gerald A. Eppner (Chairman)
Arthur B. Laffer
NUMBER OF MEETINGS IN 1999: 1
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
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<PAGE>
NUMBER OF MEETINGS IN 1999: 7
FUNCTIONS: Please refer to the Report of Compensation
Committee on Executive Compensation below for a
description of the functions of the Compensation
Committee.
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.
Equity Incentives. Under the terms of the 1996 Stock Incentive Plan,
non-employee 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 each.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended,
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.
For these purposes, the term "other equity securities" would include options
granted under our 1996 Stock Incentive Plan. Based solely on a review of the
reports and representations provided to us by the above-referenced persons, we
believe that during 1999 all filing requirements applicable to our reporting
officers, directors and greater-than-ten percent beneficial owners were properly
and timely satisfied except that Dr. Pero was late in filing a Form 4 to reflect
his December 1999 sale of 201,588 shares of common stock, and Dr. Nordenvall was
late in filing a Form 4 to reflect the sale of 70 shares of common stock that
were held by his daughter. 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.
EXECUTIVE OFFICERS OF THE COMPANY
See 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. Sherris 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., 47, 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 17 years of experience in academics and industry. Prior to
joining OXiGENE, from 1996 to 1998, Dr. Sherris was in charge of managing the
external research program for the Department of Experimental Therapeutics at
Ares
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<PAGE>
Advanced Technology, a division of the Ares-Serono Group, a pharmaceutical
company engaged in cancer and fertility therapeutics. Dr. Sherris also held
managerial and research positions at Unilever Research, a division of Unilever
N.V., a global chemical and pharmaceutical concern, from 1994 to 1996, and prior
to that at 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, 48, was appointed Chief Financial Officer in August
1996. From January 1992 to August 1996, Mr. Haglund was employed by the
investment banking firm 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.
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<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
Information concerning the nominees for election to the Board of
Directors is set forth below. Each nominee for election to the Board of
Directors 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 2001 annual meeting of stockholders. We will vote your shares as you specify
on your proxy card. If you sign, date and return the proxy card but do not
specify how you want your shares voted, we will vote them FOR the election of
the nominees listed below. If unforeseen circumstances (such as death or
disability) make it necessary for the Board of Directors to substitute another
person for any of the nominees, we will vote your shares FOR that other person.
If we do not name a substitute nominee, the size of the Board of Directors will
be reduced. We are not aware of any circumstances that would render any nominee
for director unavailable.
Our Board of Directors currently consists of seven members,
including five members who are "non-employee directors" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Each nominee
for election to the Board of Directors is currently serving as a director.
The following information with respect to each nominee has been
furnished to the Company by that nominee. The ages of the nominees are as of
March 31, 2000.
MARVIN H. CARUTHERS, PH.D.
Age: 60
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, which is a division of The Perkin-Elmer
Corporation.
Other Directorships: Array Biopharma, a biotech company and Genomica a
biotech company.
GERALD A. EPPNER
Age: 61
Director Since: 1997
Principal Occupation: Partner, Cadwalader, Wickersham & Taft, a New York law
firm that provides certain legal services to the
Company.
Business Experience: Domestic and international corporate and
securities law matters. In private practice in New
York City since 1966, and for more than five years
prior thereto an employee of certain agencies and
departments of the United States government.
Other Directorships: None.
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<PAGE>
MICHAEL IONATA
Age: 48
Director Since: 1995
Principal Occupation: Director of Corporate Finance of Nordberg Capital
Inc., an investment banking firm based in New York
City.
Business Experience: Employed by Nordberg Capital Inc. since May 1991.
Corporate finance and venture capital management at
Den Norske Bank, a Norwegian bank (May 1983 to May
1991). Specializing in valuations, cost-benefit
analysis and restructurings at Coopers & Lybrand LLP
prior to May 1983.
Other Directorships: None
ARTHUR B. LAFFER
Age: 59
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
(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 (1976 to 1984). Associate
Professor of Business Economics at the University of
Chicago (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 Shultz (October 1970 to July 1972,
on leave of absence from the University of Chicago).
Other Directorships: Mr. Laffer serves on the Board of Directors of a
number of companies including: Neff Corp., Direct
Capital Markets, ProFlowers, U.S. Filter Corp, and
eDelights, LLC.
BJORN NORDENVALL, M.D., PH.D.
Age: 48
Director Since: 1995
Principal Occupation: OXiGENE's President and Chief Executive Officer and
Chairman of the Board of Directors.
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<PAGE>
Business Experience: General surgeon. President of Sophiahemmet AB, a
Stockholm-based hospital (1987 to September 1996).
President of Carnegie Medicine AB, a biotechnology
company (during 1983 and 1984). Practiced surgery at
Danderyd Hospital, Stockholm (1977 through 1985).
Consultant to Carnegie AB, a Swedish investment
banking company (1984 through 1986). Consultant to
Skandia Insurance Company, a Swedish insurance
company, since 1984.
Other Directorships: None.
RONALD W. PERO, PH.D.
Age: 60
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. Member of the American Association of
Science, New York Academy of Sciences, International
Preventive Oncology Society, European Society for
Therapeutic Radiation Oncology, The American
Association of Cancer Research, and Scientific
Director of the Board of Trustees of the Swedish
American Research Foundation.
Other Directorships: None.
PER-OLOF SODERBERG
Age: 45
Director Since: 1997
Principal Occupation: Chief executive officer of Dahl International AB, a
publicly-traded, wholesale sanitation and heating
products company in Stockholm, Sweden, and Copenhagen,
Denmark.
Business Experience: Masters degree from Stockholm's School of economics
and MBA from INSEAD, France. Over twenty years
business experience, mainly with wholesale and trading
companies located in Scandinavia, including: President
of Dahl International for the past 9 years, a company
which has grown from a local wholesaler to the leading
wholesaler in its area with over 250 affiliates in
Denmark, Norway, Poland, Sweden, Estonia and Finland.
Other Directorships: Martin Olsson, a food wholesaler based in Sweden; and
Skandia Investment Management, an insurance investment
company.
UNLESS INDIVIDUAL STOCKHOLDERS INDICATE OTHERWISE, EACH RETURNED PROXY WILL BE
VOTED "FOR" THE ELECTION TO THE BOARD OF DIRECTORS OF EACH OF THE SEVEN
NOMINEES NAMED ABOVE.
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<PAGE>
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
INTRODUCTION
Two of our directors, Mr. Ionata (Chairman) and Mr. Per-Olof
Soderberg, each of whom is a non-employee director, constitute the Compensation
Committee. The Compensation Committee, among other things, is responsible for
making recommendations to the Board of Directors with respect to:
(1) the compensation philosophy and compensation guidelines for
our executives;
(2) the role and performance of each of our executive officers,
especially as these affect compensation;
(3) appropriate compensation levels for our Chief Executive
Officer and other executives based on a comparative review of
compensation practices of similarly situated businesses; 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. An important
consideration in respect of all these criteria is our
overriding desire to retain cash and to compensate our
managers in stock, which also has the effect of aligning their
interests with the interest of the stockholders.
As a practical matter, the Committee sets and administers all
compensation of our management directors, Drs. Nordenvall 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 1999 fiscal year.
This report sets out the Company's executive compensation philosophy
and objectives, describes the components of our executive compensation program
and describes the bases on which 1999 executive compensation determinations were
made with respect to our executive officers, including those named in the
Summary Compensation Table following this report.
EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES
It is our policy to maintain a flexible managerial and compensation
structure so that we may continue to meet our evolving and changing supervisory
needs, while tightly controlling our overhead expenses, as our business
progresses. As part of this policy, we provide 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 our
stockholders. We also recognize that competition in our markets is strong both
for obtaining and retaining high quality executives and key employees, and that
we must meet the standards of the marketplace if we are to fulfill our
managerial and employee goals.
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<PAGE>
In 1999, total cash remuneration arrangements with the Company's
executive officers serving from time to time amounted to approximately $800,000.
The Company traditionally has paid remuneration to certain consultants, unlike
advisory board members and directors, largely in cash, even those consultants
who often perform functions that are customarily associated with executive
officer positions. The amount of cash remuneration payable to consultants is
likely to vary from time to time depending on our activities, including the
progress of our clinical trials. As our clinical trials continue to progress and
expand and we prepare to file one or more new drug applications with the United
States Food and Drug Administration and similar government authorities in other
countries, we will evaluate the need to hire more full-time executives and key
employees.
COMPENSATION PROGRAM COMPONENTS
Consistent with our executive compensation objectives, compensation
for the 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 our experience. Salaries are determined at a level to attract, motivate and
retain superior executives. We determine annual salary adjustments based on the
Company's performance, the individual executive's contribution to that
performance, prevailing norms and our 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(s). 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 stockholder value over the long term, and
the amount, vesting and expiration dates of each executive's outstanding
options. We look at each executive's total compensation package and, taking into
account our desire to minimize cash outlays as a matter of policy based on
fiscal prudence, we expect our executives and key employees to look at the
incentive compensation component as being the predominant feature of their
overall compensation package. This policy is in contrast to that of a number of
other biopharmaceutical companies.
Consultant's Compensation. The Company continues to rely to a great
extent on consultants, including, among others, the members of our Scientific
Advisory Board and the newly-established Clinical Trial Advisory Board, in the
areas of research and development, clinical trials and clinical trial management
and marketing. We believe that, at least presently, 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, and in order to conserve cash, from time to
time these consultants will be granted options under the Company's stock
incentive plan(s). Indeed, as a matter of policy, we
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<PAGE>
currently are moving in the direction of increasing the relative portion of our
consultants' compensation that is comprised of equity interests, particularly
stock options.
Other. Based on currently prevailing authority, including proposed
Treasury regulations, and in consultation with outside tax and legal experts, we
have determined that it is unlikely that we would require the Company to pay any
amounts in 2000 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 we have not recommended that any special actions be taken or plans
or programs be revised at this time in light of such tax provisions.
RESPECTFULLY SUBMITTED,
THE COMPENSATION COMMITTEE
Michael Ionata (Chairman)
Per-Olof Soderberg
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<PAGE>
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF AUDITORS
Our Audit Committee has appointed Ernst & Young LLP as our
independent auditors for the fiscal year ending December 31, 2000. Ernst & Young
LLP has audited our financial statements since 1992.
Stockholder ratification of the appointment of Ernst & Young LLP as
our independent auditors is not required by our By-Laws or otherwise. However,
we are submitting the appointment of Ernst & Young LLP to the stockholders for
ratification as a matter of what we consider to be good corporate practice. If
the stockholders fail to ratify the appointment, we will reconsider whether or
not to retain that firm. Even if the appointment is ratified, our Board of
Directors, in its discretion, may direct the appointment of a different
independent accounting firm at any time during the year if they determines that
such a change would be in the best interests of the Company and its
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, 2000.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below shows how many shares of common stock were
beneficially owned as of March 31, 2000 by (i) each person known to the Company
to be the beneficial owner of more than 5% of the issued and outstanding common
stock, (ii) each Director (iii) each named executive officer and (iv) the
Directors and executive officers as a group. 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 INCLUDED IN
NAME(1) NO. OF SHARES TOTAL % OF TOTAL
Ronald W. Pero 485,233(2) 210,000 4.29%
Bjorn Nordenvall 582,536(3) 305,036(4) 5.15%
Per-Olof Soderberg 177,130(5) - 1.57%
David Sherris 28,500 27,500 *
Bo Haglund 34,253(6) - *
Michael Ionata 21,552 21,552(7) *
Marvin H. Caruthers 18,052(8) 16,552 *
Arthur B. Laffer 29,015 21,015 *
Gerald A. Eppner 11,828 9,828 *
ODIN Fondene 806,995 - 7.14%
All directors and executive
officers as a group (9 1,388,099 611,483 12.27%
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 ODIN Fondene, whose address is c/o
Christiania Bank og. Kreditk. PO Box 1166, Sentrum Oslo 1, Norway.
(2) Includes 46,821 shares received upon the exercise of options, 31,241 of
which shares remain subject to forfeiture, and all of which remain subject
to certain transfer restrictions, as provided in the option agreement
between Dr. Pero and the Company.
(3) Includes 160,500 shares held by a corporation organized under the laws of
Sweden of which Dr. Nordenvall's family is the sole stockholder; 77,000
shares held through a capital insurance placed by Dr. Nordenvall; and
40,000 shares received upon the exercise of options, which 40,000 shares
remain subject to forfeiture and certain transfer restrictions, as provided
in the option agreement between Dr. Nordenvall and the Company.
(4) Includes 245,036 options held by B. Omentum AB, a company organized under
the laws of Sweden of which Dr. Nordenvall's family is the sole
shareholder. The Company has a consulting agreement with B. Omentum AB. See
"Certain Relationships and Related Transactions.
(5) Includes 1,320 shares held by Mr. Soderberg's wife and minor children and
60,000 shares received upon the exercise of options, 39,487 of which shares
remain subject to forfeiture, and all of which remain subject to certain
transfer restrictions, as provided in the option agreement between Mr.
Soderberg and the Company.
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(6) Includes 34,253 shares received upon the exercise of options, 18,084 of
which shares remain subject to forfeiture and all of which remain subject
to certain transfer restrictions, as provided in the option agreement
between Mr. Haglund and the Company.
(7) Includes 5,000 options 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.
(8) 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 our named executive
officers for services rendered in all capacities to OXiGENE and its Swedish
subsidiary during that period.
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
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SECURITIES
UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) OPTIONS(#)
Bjorn Nordenvall 1999 300,000(1) 130,000 (2)
President and Chief 1998 300,000 (1) 120,053 (3)
Executive Officer 1997 300,000 (1) --
Ronald W. Pero
Chief Scientific Officer 1999 241,572(4) --
1998 260,366(4) 46,821(5)
1997 217,792(4) 60,000(5)
David Sherris 1999 148,942 37,500
Director of Product 1998 72,115(6) 45,000
Development 1997 -- --
and U.S. Operating Officer
Bo Haglund 1999 110,582 10,000(7)
Chief Financial Officer 1998 119,300 24,253(8)
1997 114,765
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(1) Includes consulting fees for 1999 of $162,500, for 1998 of $250,000, and
for 1997 of $250,000. These consulting fees were paid to B. Omentum
Consulting AB, a company organized under the laws of Sweden of which Dr.
Nordenvall's family is the sole shareholder. See "Certain Relationships and
Related Transactions."
(2) Includes 40,000 options that were exercised in 1999 for 40,000 shares, all
of which shares remain subject to forfeiture and certain transfer
restrictions, as provided in the option agreement between Dr. Nordenvall
and the Company. Pursuant to an agreement dated June 29, 1999, the Company
has also agreed to grant Dr. Nordenvall an additional 40,000 options in
2000, which options are not included for purposes of this table as
compensation for 1999.
(3) In connection with a repricing effected in December 1998, 120,053 options
were granted in exchange for 165,000 options granted in 1996.
(4) Includes compensation that was deferred at the election of Dr. Pero
totaling 155,000 in 1997, 200,000 in 1998 and 180,000 in 1999.
(5) In connection with a repricing effected in December 1998, 46,821 options
were granted in exchange for 60,000 options granted in 1997. Dr. Pero
received 46,821 shares upon the exercise of these options, 31,241 of which
shares remain subject to forfeiture, and all of which remain subject to
certain transfer restrictions, as provided in the option agreement between
Dr. Pero and the Company.
(6) Dr. Sherris became Director of Drug Development in May 1998 and U.S.
Operating Officer in August 1998.
(7) Includes 10,000 options that were exercised in 1999 for 10,000 shares, all
of which shares remain subject to certain transfer restrictions, as
provided in the option agreement between Mr. Haglund and the Company.
Pursuant to an agreement dated August 12, 1999, the Company has also agreed
to grant Mr. Haglund an additional 10,000 options in 2000, which options
are not included for purposes of this table as compensation for 1999.
(8) In connection with a repricing effected in December 1998, 24,253 options
were granted in exchange for 30,000 options granted in 1996. Mr. Haglund
received 24,253 shares upon the exercise of these options, 18,084 of which
shares remain subject to forfeiture and all of which remain subject to
certain transfer restrictions, as provided in the option agreement between
Mr. Haglund and the Company.
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<PAGE>
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
$225,000 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's
family is the sole shareholder, pursuant to which the Company pays Omentum a
consulting fee of $75,000 per year. See "Certain Relationships and Related
Transactions."
Employment Agreement with Ronald Pero. In April 1997, the Company
entered into an employment agreement with Dr. Ronald Pero. The agreement
provides for a base salary of $240,000 per annum. Pursuant to a prior deferred
compensation arrangement, Dr. Pero has deferred compensation of: $155,000 in
1997; $200,00 in 1998 and $180,000 in 1999. The employment 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 $160,000 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 1999, the Company
entered into an employment agreement with Mr. Haglund, the Company's Chief
Financial Officer. The agreement can be terminated at will by either Mr. Haglund
or the Company. Pursuant to the agreement, Mr. Haglund receives a base salary of
$110,000 per year. Either party may terminate the agreement on six months' prior
written notice. In the event the Company terminates Mr. Haglund, Mr. Haglund is
entitled to three months' salary following the effective date of the termination
of his employment.
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<PAGE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The table below provides information regarding stock options granted
to each named executive officer during fiscal year 1999.
<TABLE>
<CAPTION>
% OF TOTAL POTENTIAL REALIZABLE VALUE AT
AWARDS GRANTED EXERCISE OR ASSUMED ANNUAL RATES
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5%($)(1) 10%($)(1)
<S> <C> <C> <C> <C> <C> <C>
Bjorn Nordenvall 40,000(2) 15.92% 9.6880 06/29/09 243,709 617,607
Bjorn Nordenvall 60,000 23.88% 12.4380 09/01/09 469,331 1,189,378
1,733,195
Bjorn Nordenvall 30,000 11.94% 21.0000(3) 09/01/09 396,204 1,004,058
David Sherris 37,500 14.93% 10.2500 01/04/09 241,731 612,595
Bo Haglund 10,000(4) 3.98% 8.3130 08/12/09 52,280 132,488
</TABLE>
(1) 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.
(2) Includes 40,000 options that were exercised in 1999 for 40,000 shares, all
of which shares remain subject to forfeiture and certain transfer
restrictions, as provided in the option agreement between Dr. Nordenvall
and the Company. Pursuant to an agreement dated June 29, 1999, the Company
has also agreed to grant Dr. Nordenvall an additional 40,000 options in
2000, which options are not included for purposes of this table as granted
in 1999.
(3) The exercise price of these options is not presently determinable. Solely
for purposes of this table, the exercise price has been estimated based on
the average of the high and low prices of the Company's common stock quoted
on The Nasdaq Stock Market, Inc. National Market on March 31, 2000.
(4) Includes 10,000 options that were exercised in 1999 for 10,000 shares, all
of which shares remain subject to certain transfer restrictions, as
provided in the option agreement between Mr. Haglund and the Company.
.Pursuant to an agreement dated August 12, 1999, the Company has agreed to
grant Mr. Haglund an additional 10,000 options in 2000, which options are
not included for purposes of this table as granted in 1999.
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<PAGE>
OPTION EXERCISES AND HOLDINGS AS OF DECEMBER 31, 1999
No stock options and other awards were exercised in fiscal year 1999
by any of the named executive officers. The following table sets forth, as of
December 31, 1999, 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 $15.63 on December 31, 1999.
AGGREGATED OPTION/WARRANT EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/WARRANT VALUES
<TABLE>
<CAPTION>
SHARES ACQUIRED VALUE NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
ON EXERCISE REALIZED OPTIONS/WARRANTS AT MONEY OPTIONS/WARRANTS AT
($) FY-END(#) FY-END($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C> <C> <C>
Bjorn Nordenvall(1) 40,000 0 305,036/70,017 2,316,111/267,814
Ronald W. Pero(2) 46,821 0 210,000/0 1,831,050/0
David Sherris - - 15,000/30,000 54,450/108,900
Bo Haglund(3) 34,253 5,620 0/0 0/0
</TABLE>
(1) Includes 40,000 shares received upon the exercise of options, all of which
shares remain subject to forfeiture and certain transfer restrictions, as
provided in the option agreement between Dr. Nordenvall and the Company.
Also includes 30,000 currently unexercisable options, for which the
exercise price is not presently determinable, but will be based on the
price of the Company's common stock at the time of determination. Pursuant
to an agreement dated June 29, 1999, the Company has also agreed to grant
Dr. Nordenvall an additional 40,000 options in 2000, which options are not
included for purposes of this table as held at the end of fiscal 1999.
(2) Includes 46,821 shares received upon the exercise of options, 31,241 of
which shares remain subject to forfeiture, and all of which remain subject
to certain transfer restrictions, as provided in the option agreement
between Dr. Pero and the Company.
(3) Includes 34,253 shares received upon the exercise of options, 18,084 of
which shares remain subject to forfeiture and all of which remain subject
to certain transfer restrictions, as provided in the option agreement
between Mr. Haglund and the Company. Pursuant to an agreement dated August
12, 1999, the Company has agreed to grant Mr. Haglund 10,000 options in
2000, which options are not included for purposes of this table as held at
the end of fiscal 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omentum Consulting Agreement. In October 1995, we entered into an
consulting agreement with B. Omentum Consulting AB, a company organized under
the laws of Sweden ("Omentum") of which the family of Dr. Bjorn Nordenvall, our
President and Chief Executive Officer is the sole shareholder. Pursuant to the
agreement, we pay Omentum an annual consulting fee of $75,000.
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<PAGE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
The following chart shows cumulative total shareholder return on our
common stock, compared with the Standard & Poor's Midcap 400 Index and the
Standard & Poor's Biotechnology Midcap.
[graphic ommitted]
MEASUREMENT S&P MIDCAP 400 S&P BIOTECHNOLOGY
PERIOD OXIGENE, INC. INDEX MIDCAP
12/30/94 100 100 100
12/30/95 223.68 130.94 177.53
12/31/96 494.74 156.08 156.95
12/31/97 368.42 206.43 154.57
12/31/98 226.32 245.87 278.02
12/31/99 328.95 282.06 499.41
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<PAGE>
OTHER INFORMATION
EXPENSES OF SOLICITATION
We will bear the costs of soliciting proxies from our stockholders.
We will make this solicitation by mail, and our directors, officers and
employees may also solicit proxies by telephone or in person, for which they
will receive no compensation other than their regular compensation as directors,
officers or employees. Arrangements will also 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. The Company will
reimburse these brokerage firms, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses that are incurred by them.
SHAREHOLDER PROPOSALS
Your eligibility as a stockholder to submit proposals, the proper
subjects of such proposals and other issues governing stockholder proposals are
regulated by the rules adopted under Section 14 of the Securities Exchange Act
of 1934, as amended. If you wish to submit a proposal for inclusion in our proxy
materials for the 2001 annual meeting of stockholders, we must receive your
proposal at our principal executive office in the United States, One Copley
Place, Suite 602, Boston, Massachusetts 02116, no later than December 26, 2000.
In addition, if you wish to bring a proposal before the 2001 annual
meeting of stockholders but do not wish to have such proposal included in our
proxy statement for that meeting, you must give us written notice of your
proposal at the address set forth in the preceding paragraph, on or before April
16, 2001 in order for your proposal to be considered timely. The persons
designated as our proxies in connection with the 2001 annual meeting will have
discretionary voting authority with respect to any stockholder proposal of which
we do not receive timely notice.
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.
ANNUAL REPORT
A copy of our Annual Report to Stockholders is being provided to
each of our stockholders with this Proxy Statement. Additional copies may be
obtained by writing to OXiGENE, Inc., One Copley Place, Suite 602, Boston,
Massachusetts 02116, Attention: Corporate Secretary.
By Order of the Board of Directors
/s/ Bo Haglund
Dated: April 25, 2000 Bo Haglund, Corporate Secretary
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<PAGE>
OXiGENE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON MAY 26, 2000
The undersigned hereby appoints Bjorn Nordenvall and Bo A. Haglund, 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 2000 Annual Meeting of Stockholders of the Company to be held
at the Uppropssalen, OM Stockholm Exchange, Stockholm, Sweden, on May 26, 2000,
at 1:00 p.m., local time, and at any and all adjournments or postponements
thereof.
THE SHARES RESPRESENTED BY THIS 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.
-----------
SEE REVERSE
(Continued and to be signed on reverse side.) SIDE
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<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
OXiGENE, INC.
MAY 26, 2000
| |
\|/ Please Detach and Mail in the Envelope Provided \|/
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
FOR
all nominees
listed at right WITHHOLD AUTHORITY
(except as to vote for all
marked to the nominees listed
contrary below) at right
1. Election of [ ] [ ] Nominees: Marvin H. Caruthers
Directors. Gerald A. Eppner
Michael Ionata
Arthur B. Laffer
Bjorn Nordenvall
Ronald W. Pero
Per-Olof Soderberg
To withhold authority to vote for an individual nominee,
print the name of such nominee on the line provided
________________________________________________________________________________
2. Ratification of Ernst & Young LLP as FOR AGAINST ABSTAIN
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.
SIGNATURES _____________________________________________ DATE ________________
Note: Please sign your name axactly 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.
