-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DJcN6lWsj3nyGfMQgEF9f4kQO41qkyLwXZX1L/2hYXW1QiWBU9xfO7SkOKkGj9Zd 4lEP8lzgQIc2AWOaYiRd+Q== 0000950135-05-006788.txt : 20051202 0000950135-05-006788.hdr.sgml : 20051202 20051202121609 ACCESSION NUMBER: 0000950135-05-006788 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051201 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051202 DATE AS OF CHANGE: 20051202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXIGENE INC CENTRAL INDEX KEY: 0000908259 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133679168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21990 FILM NUMBER: 051239748 BUSINESS ADDRESS: STREET 1: 321 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 6176737800 8-K 1 b58038oie8vk.htm OXIGENE, INC. FORM 8-K e8vk
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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 1, 2005
OXiGENE, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   0-21990   13-3679168
(State or other
jurisdiction of
incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)
230 Third Ave, Waltham, MA 02451
(Address of principal executive offices)
Registrant’s telephone number, including area code: (781) 547-5900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
EXHIBITS
EX-99.1 PRESS RELEASE DATED DECEMBER 1, 2005


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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) On December 1, 2005, OXiGENE, Inc. (“OXiGENE” or the “Company”) announced that its Board of Directors had expanded the size of the Board to eight members and appointed David (Dai) Chaplin, Ph.D. to serve as a member of the Board and as its Executive Vice Chairman until the 2006 annual meeting of the Company’s stockholders. Dr. Chaplin will continue to maintain his current senior management position as OXiGENE’s Chief Scientific Officer and Head of Research and Development.
Dr. Chaplin, 49, was appointed Chief Scientific Officer and Head of Research and Development of OXiGENE in July 2000. From 1999 to 2000, Dr. Chaplin served as Vice President of Oncology at Aventis Pharma in Paris. Prior to the merger of Rhone Poulenc Rorer (“RPR”) with Hoechst Marion Roussell, Dr. Chaplin was Senior Director of Oncology at RPR from 1998 to 1999. From 1992 to 1998, Dr. Chaplin headed up the Cancer Research Campaign’s (“CRC”) Tumor Microcirculation Group, based at the Gray Laboratory Cancer Research Trust, Mount Vernon Hospital, London. During this time, he was also a member of the CRC Phase I/ II clinical trials committee. Dr. Chaplin also served as Section Head of Cancer Biology at Xenova in the U.K. from 1990 to 1992, and held a senior staff appointment at the British Columbia Cancer Research Centre from 1982 to 1990.
In July 2000, we entered into an employment agreement with Dr. Chaplin with respect to his service as our Chief Scientific Officer and Head of Research and Development. Pursuant to the agreement, Dr. Chaplin receives a base salary of $205,000 per year. In addition, Dr. Chaplin receives a consulting fee of $120,000 per year paid in equal quarterly installments. We may terminate the agreement on six months’ prior notice, and Dr. Chaplin may terminate the agreement on six months’ prior notice. We may also terminate the agreement prior to the end of the term for “cause” as defined in the agreement. In the event of the termination of Dr. Chaplin’s employment following a change in control of OXiGENE, as such term is defined in the agreement, Dr. Chaplin may be entitled to receive a payment of twelve months’ base salary plus any salary owed to him but unpaid as of the date of termination.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
     
Exhibit Number   Description
   
 
99.1   
Press Release dated December 1, 2005, reporting appointment of Dr. Chaplin as Executive Vice Chairman of OXiGENE’s Board of Directors.

 


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SIGNATURE
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 hereunto duly authorized.
         
Date: December 2, 2005  OXiGENE, Inc.
 
 
  /s/ James B. Murphy    
  By: James B. Murphy   
  Vice President and Chief Financial Officer   

 


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EXHIBITS
     
Exhibit Number   Description
   
 
99.1   
Press Release dated December 1, 2005, reporting appointment of Dr. Chaplin as Executive Vice Chairman of OXiGENE’s Board of Directors.

 

EX-99.1 2 b58038oiexv99w1.htm EX-99.1 PRESS RELEASE DATED DECEMBER 1, 2005 exv99w1
 

Exhibit 99.1
(OXIGENE LOGO)
FOR IMMEDIATE RELEASE
DAVID CHAPLIN, PH.D, CHIEF SCIENTIFIC OFFICER AND
HEAD OF RESEARCH AND DEVELOPMENT AT OXIGENE, NAMED EXECUTIVE VICE
CHAIRMAN OF THE COMPANY’S BOARD OF DIRECTORS
—Dr. Chaplin Brings Previous Experience as Vice President of Oncology Programs for
Aventis Pharmaceuticals and Rhone Poulenc Rorer To International Team of Directors—
—A Pioneer in Vascular Disrupting Technology, Dr. Chaplin Assumes Increased Responsibility as the
Company’s Therapeutic Candidates, CA4P and OXi4503,
Advance in Clinical Trials for Cancer and Ophthalmology—
Waltham, Mass.—December 1, 2005—OXiGENE, Inc. (NASDAQ: OXGN, XSSE: OXGN), a leading developer of biopharmaceutical compounds designed to treat cancer and certain ophthalmologic diseases, today announced that David (Dai) Chaplin, Ph.D. has been appointed Executive Vice Chairman of its Board of Directors. Dr. Chaplin will continue to maintain his current senior management position as OXiGENE’s Chief Scientific Officer and Head of Research and Development.
With greater than 180 published scientific research papers, and more than 20-years in the field of oncology research and drug development, Dr. Chaplin is a world-renowned and respected scientist. Dr. Chaplin is a pioneer in the field of vascular disrupting technologies and is one of the original discoverers of the anti-cancer properties of Combretastatin. His original work formed the basis for not only the development of Combretastatin A4 Prodrug, OXiGENE’s lead clinical candidate for oncology and ophthalmology indications, but also the subsequent vascular targeting development program at Aventis Pharmaceuticals.
Dr. Chaplin was appointed Chief Scientific Officer and Head of Research and Development for OXiGENE in July 2000. Since then he has been a key driving force behind the Company’s strategic clinical focus and direction. His scientific input has been integral to the design, initiation and oversight of clinical programs which now have the Company in two Phase II clinical trials in oncology, a Phase II clinical trial in ophthalmology, and several earlier stage trials evaluating CA4P and OXi4503, OXiGENE’s second clinical compound, in studies investigating the candidates’ safety in both single agent and combination therapies.
“Dai has had a profound and positive impact on OXiGENE’s international clinical efforts, and his research acumen has been integral in shaping the Company’s scientific focus and direction to date,” commented Joel Citron, Chairman of the Board of OXiGENE. “As OXiGENE’s clinical programs progress into later stage trials, and as we work to advance towards market commercialization of CA4P in one or more key indications, we are confident that Dai’s scientific and executive management expertise will provide a complement to the skills and expertise of our current Board.”

 


 

Prior to joining OXiGENE, Dr. Chaplin served as Vice President of Oncology at Aventis Pharmaceuticals in Paris, France. Prior to the merger of Rhone Poulenc Rorer (“RPR”) with Hoechst Marion Roussell, Dr. Chaplin was RPR’s Senior Director of Oncology. Previously, Dr. Chaplin headed up the Cancer Research Campaign’s (“CRC”) Tumor Microcirculation Group, based at the Gray Laboratory Cancer Research Trust, Mount Vernon Hospital, London. During this time, he was also a member of the CRC Phase I/ II clinical trials committee. Dr. Chaplin also served as Section Head of Cancer Biology at Xenova in the U.K., and held a senior staff appointment at the British Columbia Cancer Research Centre from 1982 to 1990.
Educated in the United Kingdom, Dr. Chaplin has a B.Sc. in chemistry from the University of Essex, a M.Sc. in pharmacology from the University of Southampton, and completed his Ph.D. in tumor biology at the University of London.
Dr. Chaplin’s appointment to OXiGENE’s Board of Directors brings to eight the total number of directors on the company’s newly expanded Board. Other directors include Dr. Richard Chin, Joel Citron, Chairman, Fred Driscoll, President and Chief Executive Officer of OXiGENE, Arthur B. Laffer, Ph.D., William N. Shiebler, Per-Olof Söderberg and J. Richard Zecher, Ph.D.
About OXiGENE, Inc.
OXiGENE is an emerging pharmaceutical company developing novel small-molecule therapeutics to treat cancer and eye diseases. The Company’s major focus is the clinical advancement of drug candidates that selectively disrupt abnormal blood vessels associated with solid tumor progression and visual impairment. OXiGENE is dedicated to leveraging its intellectual property position and therapeutic development expertise to bring life saving and enhancing medicines to patients.
CONTACT:
OXiGENE, Inc.
Susan Hager
Director, Corporate Communications
781-547-5900
shager@oxigene.com
or
Media:
Waggener Edstrom Bioscience
Jenny Moede
503-443-7507
jmoede@wagged.com
Safe Harbor
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any or all of the forward-looking statements in this press release may turn out to be wrong. Forward-looking statements can be affected by inaccurate assumptions OXiGENE might make or by known or unknown risks and uncertainties. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in OXiGENE’s reports to the Securities and Exchange Commission, including OXiGENE’s Form 10-Q, 8-K and 10-K reports. However, OXiGENE undertakes no obligation to publicly update forward-looking statements, whether because of new information, future events or otherwise. Please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 for a description of these risks.

 

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