UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ______ to ______
Commission File Number: 0-21990
OXiGENE, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-3679168
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
321 ARSENAL STREET
WATERTOWN, MA 02472
- --------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
(617) 673-7800
- --------------------------------------------------------------------------------
(Telephone number, including area code)
Not applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of August 3, 2001, there were 11,373,593 shares of the Registrant's Common
Stock issued and outstanding and 42,000 shares of the Registrant's Common Stock
issuable but not outstanding.
OXiGENE, INC.
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
-------------------------------------------------
Our disclosure and analysis in this report contain "forward-looking statements."
Forward-looking statements give our current expectations or forecasts of future
events. You can identify these statements by the fact that they do not relate
strictly to historic or current facts. They use words such as "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe," and other words
and terms of similar meaning. These include statements, among others, related to
future actions, prospective products or product approvals, future performance or
results of current and anticipated products, sales efforts, expenses, and the
outcome of contingencies, such as financial results.
From time to time, we also may provide oral or written forward-looking
statements in other materials we release to the public. Any or all of our
forward-looking statements in this report and in any other written and oral
statements we make may turn out to be wrong. They can be affected by inaccurate
assumptions we might make or by known or unknown risks and uncertainties.
Consequently, no forward-looking statement can be guaranteed. Actual results may
vary materially. Among the uncertainties that may cause differences include, but
are not limited to, the availability of necessary funds and the ability to raise
capital when needed and on reasonable terms, the efficacy of our technology and
its efficacy at acceptable dosage levels, developing the necessary manufacturing
processes, gaining all necessary regulatory approvals and protecting the
intellectual property developed through our joint venture with Peregrine
Pharmaceuticals (formerly Techniclone Corporation), forming ARCUS Therapeutics,
LLC.
We undertake no obligation to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise. You are
advised, however, to consult any further disclosures we make in our reports to
the Securities and Exchange Commission including our 10-Q, 8-K and 10-K reports.
Our filings list various important factors that could cause actual results to
differ materially from expected and historic results. We note these factors for
investors as permitted by the Private Securities Litigation Reform Act of 1995.
You should understand that it is not possible to predict or identify all such
factors. Consequently, you should not consider any such list to be a complete
set of all potential risks or uncertainties.
-ii-
INDEX
Page No.
--------
PART I - FINANCIAL INFORMATION...............................................1
Item 1. Financial Statements..............................................1
Condensed Consolidated Balance Sheets.............................1
Condensed Consolidated Statements of Operations...................2
Condensed Consolidated Statements of Cash Flows...................3
Notes to Condensed Consolidated Financial Statements..............4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................5
Item 3. Quantitative and Qualitative Disclosures about Market Risks.......9
PART II - OTHER INFORMATION.................................................10
Item 1. Legal Proceedings................................................10
Item 2. Changes in Securities and Use of Proceeds........................10
Item 3. Defaults upon Senior Securities..................................10
Item 4. Submission of Matters to a Vote of Security Holders..............10
Item 5. Other Information................................................11
Item 6. Exhibits and Reports on Form 8-K.................................11
Signatures..................................................................12
-iii-
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OXIGENE, INC.
Condensed Consolidated Balance Sheets
(All amounts, except share amounts, in thousands of dollars)
(Unaudited)
June 30, December 31,
2001 2000
----------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 22,802 $ 27,063
Available-for-sale security -0- 549
Prepaid expenses 111 287
Interest receivable 147 277
Other 65 61
-------- --------
Total current assets 23,125 28,237
Furniture, fixtures and equipment, at cost 956 827
Accumulated depreciation (259) (173)
-------- --------
Net property and equipment 697 654
License agreements, net of accumulated
amortization 2,088 2,236
Deposits 85 102
-------- --------
Total assets $ 25,995 $ 31,229
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Amount payable under sub-license
agreement - current $ 255 $ 251
Accrued expenses:
Research and development expenses 420 687
Other accrued expenses 290 499
Other payables 478 494
-------- --------
Total current liabilities 1,443 1,931
Amount payable under sub-license agreement
- noncurrent 577 707
Deferred licensing revenue 7,178 7,445
Stockholders' equity
Common stock, $0.01 par value:
Authorized shares - 60,000,000 shares
Issued and outstanding - 11,373,593 at
June 30, 2001 and December 31, 2000 114 114
Common stock issuable - 42,000 shares at
June 30, 2001 and December 31, 2000 380 370
Additional paid-in capital 82,113 81,984
Accumulated deficit (62,384) (56,502)
Accumulated other comprehensive income
(loss) 454 (973)
Notes receivable (3,705) (3,609)
Deferred compensation (175) (238)
-------- --------
Total stockholders' equity 16,797 21,146
-------- --------
Total liabilities and stockholders' equity $ 25,995 $ 31,229
The accompanying notes are an integral part of this statement.
-1-
OXIGENE, INC.
Condensed Consolidated Statements of Operations
(All amounts in thousands, except per share data)
(Unaudited)
Three months ended Six months ended
June 30, June 30,
------------------------- -------------------------
2001 2000 2001 2000
-------- -------- -------- --------
REVENUES
Licensing revenue $ 491 $ 380 $ 1,248 $ 863
Unrealized gain on
short-term investment -0- 267 -0- 267
Interest income 166 529 518 978
-------- -------- -------- --------
Total revenues 657 1,176 1,766 2,108
EXPENSES
Costs relating to
licensing revenue 358 249 982 596
Amortization of license agreement 74 24 148 49
Research and development 2,021 1,780 3,272 4,257
General and administrative 1,472 586 2,659 1,464
Loss on sale and write-down of
available-for-sale security 452 -0- 551 -0-
Interest expense 19 32 36 57
-------- -------- -------- --------
Total expenses 4,396 2,671 7,648 6,423
-------- -------- -------- --------
NET LOSS $ (3,739) $ (1,495) $ (5,882) $ (4,315)
======== ======== ======== ========
NET LOSS $ (3,739) $ (1,495) $ (5,882) $ (4,315)
OTHER COMPREHENSIVE LOSS:
Unrealized loss from available-
for-sale security including
reclassification adjustment
for loss included in net loss 1,041 -0- 1,451 -0-
Foreign currency translation
adjustment (19) (249) (24) (303)
-------- -------- -------- --------
Total other comprehensive
income (loss) 1,022 (249) 1,427 (303)
-------- -------- -------- --------
COMPREHENSIVE LOSS $ (2,717) $ (1,744) $ (4,455) $ (4,618)
======== ======== ======== ========
NET LOSS PER COMMON SHARE $ (0.33) $ (0.13) $ (0.52) $ (0.38)
======== ======== ======== ========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 11,233 11,310 11,226 11,296
======== ======== ======== ========
The accompanying notes are an integral part of this statement.
-2-
OXIGENE, INC.
Condensed Consolidated Statements of Cash Flows
(All amounts in thousands)
(Unaudited)
Six months ended
June 30,
2001 2000
-------- --------
OPERATING ACTIVITIES
Net loss $ (5,882) $ (4,315)
Adjustment to reconcile net loss to cash (used in)
provided by operating activities:
Unrealized gain on short-term investment -0- (267)
Loss on sale and write-down of
available-for-sale security 551 -0-
Depreciation 87 28
Compensation related to issuance of options and
stock appreciation rights 105 110
Amortization of licensing revenue (267) (267)
Amortization of licensing agreement 148 49
Changes in operating assets and liabilities:
Accounts receivable - license agreement -0- 9,250
Prepaid expenses and other current assets 281 560
Accounts payable and accrued expenses (430) (1,268)
-------- --------
Net cash (used in) provided by operating activities (5,407) 3,880
FINANCING ACTIVITIES
Proceeds from issuance of common stock and capital
contribution -0- 357
-------- --------
Net cash provided by financing activities -0- 357
INVESTING ACTIVITIES
Investment in joint venture -0- (1,000)
Amounts paid for licensing agreement (126) (102)
Short-term investment -0- (2,000)
Proceeds from sale of available-for-sale security 1,449 -0-
Deposits 17 (74)
Purchase of furniture, fixture and equipment (141) (97)
-------- --------
Net cash provided by (used in) investing activities 1,199 (3,273)
Effect of exchange rate on changes in cash (53) (269)
-------- --------
Net (decrease) increase in cash and cash equivalents (4,261) 695
Cash and cash equivalents at beginning of period 27,063 30,448
-------- --------
Cash and cash equivalents at end of period $ 22,802 $ 31,143
======== ========
The accompanying notes are an integral part of this statement.
-3-
OXIGENE, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2001
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three months and six months ended June 30,
2001 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2001.
The condensed consolidated balance sheet at December 31, 2000 has been derived
from the audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended December 31, 2000.
2. NET LOSS PER SHARE
Basic and diluted net loss per share was calculated in accordance with the
provisions of Statement of Financial Accounting Standards No. 128, Earnings Per
Share, by dividing the net loss per share by the weighted-average number of
shares outstanding, excluding an insignificant number of antidilutive restricted
shares. All options and warrants issued by the Company were antidilutive and,
accordingly, excluded from the calculation of weighted-average shares.
3. STOCKHOLDERS' EQUITY
The market value of the Company's Common Stock at June 30, 2001 was lower than
the exercise price of issued SAR's. Accordingly, there was no financial
reporting impact for the six months ended June 30, 2001. During the six months
ended June 30, 2001, the Company recorded stock-based compensation expense of
approximately $105,000 in connection with options issued to non-employees in the
prior years. In connection with the write-down and sale of available-for-sale
security in March and June 2001, respectively, the Company reclassified from
accumulated other comprehensive loss into earnings for the six-month period
ended June 30, 2001, all related unrealized holding loss as of December 31, 2000
of approximately $1,451,000.
-4-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
DESCRIPTION OF BUSINESS
OXiGENE is an international biopharmaceutical company engaged principally in
research into and the development of products for use in the treatment of
cancer. The Company's activities initially were directed primarily towards
products designed to complement and enhance the clinical efficacy of radiation
and chemotherapy, which are the most common and traditional forms of
non-surgical cancer treatment. In recent years, however, the Company's efforts
have focused on developing products for application as direct cancer treatment
agents, particularly vascular targeting agents ("VTA"). Additionally, the
Company is investigating whether certain of its developmental-stage products may
have a use as anti-inflammatory agents and in other applications such as
treating ocular neo-vascularization and skin disorders.
OXiGENE has devoted substantially all of its efforts and resources to research
and development conducted on its own behalf and through strategic collaborations
with clinical institutions and other organizations, particularly the University
of Lund (Lund, Sweden), Baylor University (Waco, Texas), the Danish Cancer
Society (Aarhus, Denmark), the Gray Laboratory Cancer Research Trust (Middlesex,
United Kingdom) and Arizona State University (Tempe, Arizona). Consequently,
OXiGENE believes that its research and development expenditures have been
somewhat lower than those of other comparable companies.
On December 15, 1999, the Company entered into a Research Collaboration and
License Agreement with Bristol-Myers Squibb Company ("BMS"), to sub-license the
rights to certain patent rights and other know-how and technology to which the
Company had an exclusive license (the "Sub-License Agreement"). Pursuant to the
terms of the Sub-License Agreement, BMS paid a non-refundable license fee, will
reimburse certain expenses incurred by the Company and fund future research to
be performed by the Company based on a research program determined by a joint
development committee. In addition, BMS will pay additional amounts upon certain
milestones being reached and royalties on future net sales of products.
On May 17, 2000, the Company entered into a joint venture agreement with
Peregrine Pharmaceuticals ("Peregrine") (formerly Techniclone Corporation),
forming ARCUS Therapeutics, LLC ("ARCUS") to develop and commercialize VTA
technologies. ARCUS retains patent protection over VTA technologies used in the
treatment of solid tumors by disrupting the function of the tumor vessels. Under
the terms of the agreement, Peregrine will supply its intellectual property to
the joint venture, and OXiGENE will provide licenses with respect to its next
generation tubulin-binding compounds for use in conjunction with a Peregrine
antibody and, based on the development success of the joint venture, will be
required to spend up to $20 million to fund the development expenses of ARCUS.
Any further funding of the joint venture thereafter would be shared by the
partners on an equal basis. In addition, the Company has paid Peregrine an
upfront licensing fee of $1 million in cash and purchased $2 million, or 585,009
shares, of Peregrine's common stock, all of which were sold by the end of June
2001 with the Company recording a loss on the sale and write-down of
available-for-sale security of approximately $0.6 million for the six months
ended June 30, 2001. Under the terms of the joint venture agreement, any
sublicensing fees generated within the joint venture will be allocated 75% to
Peregrine and 25% to the Company until Peregrine has reached $10 million in
sublicense fee revenues. Thereafter, the joint venture partners will share
licensing fees on an equal basis. The Company
-5-
will also be required to pay Peregrine $1 million in cash and purchase an
additional $1 million in Peregrine common stock upon the filing of an
Investigational New Drug application for the first clinical candidate developed
by ARCUS. Furthermore, Peregrine and OXiGENE will share equally any royalty
income or profit from the joint venture.
In June 1999, the Company entered into a research collaboration agreement with
Active Biotech of Sweden to explore the use of OXiGENE's benzamide and
nicotinamide technology (the benzamide technology also being the platform
technology for Declopramide) in the treatment of inflammatory diseases. Under
the agreement, Active Biotech will evaluate the technology's potential as a
treatment for inflammatory diseases. Active Biotech will conduct research with
an option to jointly develop anti-inflammatory drug candidates with OXiGENE upon
successful completion of the initial research.
The Company completed the sale of its Nicoplex and Thiol test products to
CampaMed LLC ("CampaMed") on July 2, 2001. Under the terms of the agreement,
CampaMed will provide up to $3.3 million in future installment payments based
upon sales of the products. In addition, OXiGENE was granted a 10% equity
position in CampaMed.
During the second quarter of 2001, the Company completed the transition of its
scientific, administrative and financial functions to its Watertown,
Massachusetts offices. As part of the move, OXiGENE Chairman and CEO, Bjorn
Nordenvall, M.D., Ph.D., relocated to Boston, Massachusetts from Sweden.
OXiGENE has generated a cumulative net loss of approximately $62.4 million for
the period from its inception through June 30, 2001. OXiGENE expects to incur
significant additional operating losses over at least the next several years,
principally as a result of its continuing clinical trials and anticipated
research and development expenditures. The principal source of OXiGENE's working
capital has been the proceeds of private and public equity financing and the
exercise of warrants and stock options. Prior to entering into the Sub-License
Agreement, the Company had no material amount of licensing or other fee income.
As of June 30, 2001, OXiGENE had no long-term debt or loans payable except for
certain liabilities under the Sub-License Agreement.
RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
REVENUES
THREE MONTHS ENDED JUNE 30, 2001 AND 2000
During the three months ended June 30, 2001 and 2000, the Company had licensing
revenue of approximately $0.5 million and approximately $0.4 million,
respectively, and approximately $0.2 million and approximately $0.5 million in
interest income, respectively.
SIX MONTHS ENDED JUNE 30, 2001 AND 2000
For the six months ended June 30, 2001 and 2000, the Company had licensing
revenue of approximately $1.2 million and approximately $0.9 million,
respectively, and approximately $0.5 million and approximately $1.0 million in
interest income, respectively. The approximate $0.3 million increase in
licensing revenue between June 30, 2000 and 2001 is due to the BMS Sub-License
Agreement, under which approximately $1.0 million of research and development
expenses in the six months ended June 30, 2001, compared to approximately $0.6
million in the respective period in 2000, were recoverable and, accordingly,
classified as licensing revenue and costs relating to licensing revenue.
-6-
EXPENSES
THREE MONTHS ENDED JUNE 30, 2001 AND 2000
Total expenses for the three months ended June 30, 2001 amounted to
approximately $4.4 million, compared to approximately $2.7 million for the
comparable 2000 period. Research and development expenses increased to
approximately $2.0 million from approximately $1.8 million for the comparable
2000 period. The Company recorded a loss on the sale of available-for-sale
security totaling approximately $0.5 million for the three months ended June 30,
2001 related to Peregrine stock previously purchased pursuant to the Company's
joint venture agreement with Peregrine. No sales of Peregrine stock were made in
the comparable 2000 period. General and administrative expenses for the three
months ended June 30, 2001 increased to approximately $1.5 million from
approximately $0.6 million for the comparable 2000 period. The higher general
and administrative expenses related to higher costs associated with the
Company's new corporate headquarters in Watertown, Massachusetts following the
transfer of functions from the Company's Swedish offices and non-recurring
administrative and advisory expenses.
SIX MONTHS ENDED JUNE 30, 2001 AND 2000
Operating expenses for the six months ended June 30, 2001 and 2000 were
approximately $7.6 million and approximately $6.4 million, respectively. The
increase in total expenses is primarily attributable to higher general and
administrative costs associated with the Company's new corporate headquarters in
Watertown, Massachusetts following the transfer of functions from the Company's
Swedish offices and a loss on the sale and write-down of available-for-sale
security of Peregrine of approximately $0.6 million. Research and development
expenses for the six-month period ended June 30, 2001 decreased to approximately
$3.3 million from approximately $4.3 million for the comparable 2000 period. The
costs associated with the Phase I clinical trials for CA4P and Declopramide were
significantly reduced for the six-month period ended June 30, 2001 as compared
to the same period in 2000. The Company records non-cash charges related to the
stock appreciation rights ("SARs") previously granted by the Company to certain
clinical investigators and consultants and non-qualified stock options ("NQSOs")
granted to certain non-employee consultants and advisory board members. Because
the market value of the Company's Common Stock at June 30, 2001 was lower than
the SARs' exercise price, there were no charges related to SARs during the six
months ended June 30, 2001. Similarly, because the market value of the Company's
Common Stock at June 30, 2000 was lower than the market value on December 31,
1999, the charge previously recorded for financial reporting purposes decreased
by approximately $0.1 million for the six months ended June 30, 2000. During the
six months ended June 30, 2001 and 2000, the Company recorded approximately $0.1
million and approximately $0.3 million, respectively, of research and
development expenses related to the fair value of the NQSOs vested during the
respective period. Without giving effect to the charges related to SARs or
NQSOs, research and development expenses for the six months ended June 30, 2001
decreased by approximately $1.0 million, compared to the comparable 2000 period.
Generally, the Company makes payments to its clinical investigators if and when
certain predetermined milestones in its clinical trials are reached, rather than
on a fixed quarterly or monthly basis. As a result of the foregoing and the
existence of outstanding SARs and NQSOs, research and development expenses have
-7-
fluctuated, and are expected to continue to fluctuate, from quarter to quarter.
General and administrative expenses for the six-month period ended June 30, 2001
amounted to approximately $2.7 million compared to approximately $1.5 million
for the comparable 2000 period. The higher general and administrative expenses
related to higher costs associated with the Company's new corporate headquarters
in Watertown, Massachusetts following the transfer of functions from the
Company's Swedish offices and non-recurring administrative and advisory
expenses.
LIQUIDITY AND CAPITAL RESOURCES
OXiGENE has experienced net losses and negative cash flow from operations each
year since its inception, except for the year ended December 31, 2000, and, as
of June 30, 2001, had an accumulated deficit of approximately $62.4 million. The
Company expects to incur substantial additional expenses, resulting in
significant losses, over at least the next several years due to, among other
factors, its continuing clinical trials and anticipated research and development
activities. To date, the Company has financed its operations principally through
net proceeds it has received from private and public equity financing and the
exercise of warrants and stock options.
The Company had cash and cash equivalents of approximately $22.8 million at June
30, 2001, compared to approximately $27.1 million at December 31, 2000. The
decrease in cash and cash equivalents of approximately $4.3 million was
primarily attributable to the funding of the basic research programs associated
with the next generation of tubulin binding vascular targeting agents and costs
associated with ARCUS for the development of antibody VTA's.
OXiGENE's policy is to contain its fixed expenditures by maintaining a
relatively small number of employees and relying as much as possible on outside
services for its research, development, preclinical testing and clinical trials.
The Company makes quarterly payments to the University of Lund, Lund, Sweden,
and Baylor University, Waco, TX, for pre-clinical research.
The Company anticipates that its cash and cash equivalents as of June 30, 2001,
should be sufficient to satisfy the Company's projected cash requirements as of
that date for the foreseeable future. However, working capital and capital
requirements may vary materially from those now planned due to numerous factors
including, but not limited to, the progress with preclinical testing and
clinical trials; progress of the Company's research and development programs;
the time and costs required to obtain regulatory approvals; the resources the
Company devotes to manufacturing methods and advanced technologies; the ability
of the Company to obtain collaborative or licensing arrangements; the costs of
filing, prosecuting and, if necessary, enforcing patent claims; the cost of
commercialization activities and arrangements; and the demand for its products
if and when approved. The Company anticipates that it will have to seek
substantial additional private or public financing or enter into collaborative
arrangements with one or more third parties to complete the development of any
products or bring products to market. There can be no assurance that additional
financing will be available on acceptable terms, if at all. The Company had no
material commitments for capital expenditures as of June 30, 2001.
TAX MATTERS
As of December 31, 2000, the Company had net operating loss carryforwards of
approximately $76.8 million for U.S. and foreign income tax purposes, of which
approximately $45.9 million expires for U.S. purposes through 2020. The
-8-
utilization of approximately $2.5 million of such U.S. net operating losses is
subject to an annual limitation, pursuant to Section 382 of the U.S. Internal
Revenue Code, of approximately $350,000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company's cash and cash equivalents are maintained primarily in U.S. dollar
accounts and amounts payable for research and development to research
organizations are contracted in U.S. dollars. Accordingly, the Company's
exposure to foreign currency risk is limited because its transactions are
primarily based in U.S. dollars. The Company does not have any other exposure to
market risk. The Company will develop policies and procedures to manage market
risk in the future as circumstances may require.
-9-
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material suits or claims pending or, to the best of the Company's
knowledge, threatened against the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 11, 2001, the Company held its Annual Meeting of Stockholders (the
"Meeting") at the Company's principal offices in Watertown, Massachusetts. On
April 12, 2001, the record date, there were 11,373,593 shares of outstanding
Common Stock of the Company that could be voted at the Meeting. A total of
10,401,175 shares were present, in person or by proxy, and voted at the Meeting.
At the Meeting, all nominees for director, Professor Marvin H. Caruthers,
Joel-Tomas Citron, Gerald A. Eppner, Michael Ionata, Arthur B. Laffer, Dr. Bjorn
Nordenvall, Dr. Ronald W. Pero and Per-Olof Soderberg, were elected as follows:
- -----------------------------------------------------------------------------------------
Name of Director Votes For Votes Against
- -----------------------------------------------------------------------------------------
Number of Percentage of Number of Percentage of
Shares Vote Shares Vote
- -----------------------------------------------------------------------------------------
Marvin H. Caruthers 10,360,643 99.61% 40,532 0.39%
- -----------------------------------------------------------------------------------------
Joel-Tomas Citron 10,360,643 99.61% 40,532 0.39%
- -----------------------------------------------------------------------------------------
Gerald A. Eppner 10,360,643 99.61% 40,532 0.39%
- -----------------------------------------------------------------------------------------
Michael Ionata 10,360,643 99.61% 40,532 0.39%
- -----------------------------------------------------------------------------------------
Arthur B. Laffer 10,360,643 99.61% 40,532 0.39%
- -----------------------------------------------------------------------------------------
Bjorn Nordenvall 10,359,343 99.60% 41,832 0.40%
- -----------------------------------------------------------------------------------------
Ronald W. Pero 10,360,643 99.61% 40,532 0.39%
- -----------------------------------------------------------------------------------------
Per-Olof Soderberg 10,360,643 99.61% 40,532 0.39%
- -----------------------------------------------------------------------------------------
At the Meeting, the Company's stockholders also ratified the appointment of
Ernst & Young LLP as the Company's independent auditors for the year ending
December 31, 2001, with 10,370,792 votes or 99.71% cast in favor, 6,062 votes
against, and 24,321 abstentions.
-10-
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
The Company filed no reports on Form 8-K during the second
quarter of 2001.
-11-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OXiGENE, INC.
(Registrant)
Date: August 14, 2001 By: /s/ Frederick Driscoll
-------------------------------------
Frederick Driscoll, President of
Operations and Finance (Principal
Financial Officer)
-12-