-----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, LjqoS2RZT+N1o7z1MCUnjXET9COB+iE1dea31l8CF9vqPuX3Q4Prmna/G6BLCHTk r7HwHoTogOeaEMnNU8VrAw== 0000950135-06-006020.txt : 20060929 0000950135-06-006020.hdr.sgml : 20060929 20060928174306 ACCESSION NUMBER: 0000950135-06-006020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060926 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060929 DATE AS OF CHANGE: 20060928 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: 061114977 BUSINESS ADDRESS: STREET 1: 321 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 6176737800 8-K 1 b62454oie8vk.htm OXIGENE, INC. 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): September 26, 2006
OXiGENE, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other
jurisdiction of incorporation) 		  0-21990
(Commission File
Number) 		  13-3679168
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
EXHIBITS
Ex-10.1 Amendment No.1 to Employment Agreement - Mr. Citron

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
     On September 26, 2006, OXiGENE, Inc. (“OXiGENE” or the “Company”) entered into an amendment to the Employment Agreement by and between the Company and Joel-Tomas Citron, the Company’s Chairman of the Board of Directors, dated January 2, 2002, as modified on July 16, 2003 (the “Agreement”), which extends the term of the Agreement until the date of the Company’s annual meeting of stockholders to be held in 2007. The amendment to the Agreement extending its term does not change any other provisions of the Agreement, except to reflect a previously reported adjustment to Mr. Citron’s annual base salary to $200,000 that was made on July 16, 2003.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
     
Exhibit Number   Description
 
    
10.1
  Amendment No. 1 to Employment Agreement by and among OXiGENE and Mr. Citron dated September 26, 2006.

 

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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: September 28, 2006
  /s/ James B. Murphy
 
James B. Murphy 		   
 
  Vice President and Chief    
 
  Financial Officer    

 

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EXHIBITS
     
Exhibit Number   Description
 
    
10.1
  Amendment No. 1 to Employment Agreement by and among OXiGENE and Mr. Citron dated September 26, 2006.

 

EX-10.1 2 b62454oiexv10w1.txt EX-10.1 AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT - MR. CITRON AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT (this "Amendment"), effective as of January 2, 2006, is made this 26th day of September, 2006, by and among OXiGENE, INC., a Delaware corporation with its principal offices at 230 Third Avenue, Waltham, Massachusetts 02451 ("OXiGENE") and JOEL-TOMAS CITRON (the "Executive"). RECITALS: WHEREAS, the parties have entered into an Employment Agreement dated as of January 2, 2002, as modified by the resolutions of the Compensation Committee of the Board of Directors of OXiGENE on July 16, 2003 (as so modified, the "Agreement"), relating to the employment of the Executive by OXiGENE; WHEREAS, the parties wish to amend the Agreement as set forth herein pursuant to Section 17 of the Agreement; and WHEREAS, capitalized terms used herein have the meanings ascribed to them in the Agreement. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Section 4 is hereby deleted in its entirety and replaced with the following: "Term. The term of the Executive's employment under this Agreement shall commence as of January 2, 2006, and, unless sooner terminated on an earlier date in accordance with the provisions herein provided, shall terminate on the date of OXiGENE's annual meeting of stockholders to be held in 2007 (the "Employment Term")." 2. The first sentence of Section 5 is hereby deleted and replaced with the following: "During the Employment Term, the Executive shall receive an annual base salary in the amount of $200,000.00 (the "Base Salary"), payable monthly in equal installments of $16,666.67 per month." 3. Except as modified hereby, all of the terms and conditions of the Agreement remain in full force and effect and are hereby reaffirmed, ratified and approved. This Amendment, together with the Agreement, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Amendment shall affect, or be used to interpret, change or restrict, the express terms and conditions of this Amendment. Hereafter references to the Agreement in any document or other agreement shall be deemed to constitute references to the Agreement as amended by this Amendment. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Amendment may be made and evidenced by facsimile transmission. [Signatures on Next Page] IN WITNESS WHEREOF, each of the undersigned parties has caused this Amendment to be duly executed by its duly authorized representative as of the date first written above. OXiGENE, INC. By: /s/ Richard Chin, M.D. -------------------------------------- Name: Richard Chin, M.D. Title: President and Chief Executive Officer EXECUTIVE /s/ Joel-Tomas Citron ------------------------------------------- Name: Joel-Tomas Citron -----END PRIVACY-ENHANCED MESSAGE-----