8-K

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): February 27, 2013

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.)

701 Gateway Boulevard, Suite 210, South San Francisco, CA 94080

(Address of principal executive offices)

Registrant’s telephone number, including area code: (650) 635-7000

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:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On February 27, 2013, the Board of Directors of OXiGENE, Inc. (the “Company”) appointed Barbara Riching as the Company’s Chief Financial Officer. The Company and Ms. Riching have entered into an employment agreement (the “Employment Agreement”) pursuant to which Ms. Riching will be paid $8,292.31 per biweekly pay period in her capacity as Chief Financial Officer. In connection with her appointment, Ms. Riching has also received a stock option to purchase 15,000 shares of the Company’s common stock, par value $0.01 per share, at an exercise price of $4.18 per share. A copy of the Employment Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Ms. Riching, age 54, has many years of experience in the life sciences industry and is a Certified Public Accountant. Ms. Riching joined the Company in December 2011 and since July 2012 has served as the Company’s Interim Chief Financial Officer. She previously served as the Senior Director of Finance for Abgenix, Inc. from 1999 until 2005, just prior to its acquisition by Amgen Inc. Prior to Abgenix, Ms. Riching worked in finance positions at ALZA Corporation, Natural Wonders, Inc., and Ernst & Young LLP. She holds a Bachelor of Arts degree from the University of California at Santa Barbara. Ms. Riching is also a party to the Company’s standard form of employee proprietary information and inventions agreements and to an indemnification agreement with the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Employment Agreement with Barbara Riching

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: February 28, 2013	OXiGENE, Inc.
	/s/ Peter J. Langecker
	By:	Dr. Peter J. Langecker
	Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment Agreement with Barbara Riching

EX-10.1

Exhibit 10.1

Employment Agreement with Barbara Riching

2/27/2013

Barbara Riching

Dear Barbara:

OXiGENE, Inc. (the “Company”) is pleased to offer you employment with the Company on the following terms and conditions:

Position:	Chief Financial Officer
Term:	Your employment with the Company on a part-time basis of 32 hours per week will commence on or before February 27, 2013. You will be an employee “at will” so that either you or the Company may terminate your employment with the Company for any reason at any time.
Salary:	Your prorated salary will be $ 8,292.31 per biweekly pay period, payable in accordance with the Company’s payroll schedule.
	You may also be eligible for a discretionary bonus. Eligibility is determined by the Company in its sole discretion and generally will be based on the Company’s assessment of various factors, including whether you have made extraordinary contributions to the Company, the Company’s own performance and outlook, and other factors which the Company, in its sole discretion, considers relevant. Any bonus which the Company determines to pay generally would be on an annual basis. The company will accommodate at your choosing and in accordance with company needs to perform your duties in a 4 day or 32-hour workweek.
Options:	Subject to Compensation Committee approval, you will receive options to purchase, on the terms and conditions of the Company’s 2005 Stock Plan, as amended, 15,000 shares of the Company’s Common Stock. The number of shares shall be determined by the Company’s Compensation Committee and the exercise price of such options shall be the fair market value of the Company’s Common Stock on the date that such options are approved by the Company’s Compensation Committee.
Benefits:	You will be entitled to the Company’s customary health, dental and vision insurance benefits. In addition, upon your becoming eligible to do so, you may elect to participate in, and contribute part of your salary to, the Company’s 401(k) plan. The Company does not make any “matching contributions” to such 401(k) plan.

Vacation:	You will be entitled to 12 days of paid vacation per year (prorated from 15 days). Your vacation accrues based on the number of days you have been employed by the Company.
Confidentiality:	The Company considers the protection of its confidential information, proprietary materials and goodwill to be extremely important. Consequently, as a condition of this offer of employment, you are required to sign the Employee Proprietary Information and Inventions Agreement (the “Agreement”) enclosed with this letter.

If the foregoing satisfactorily reflects the mutual understanding between you and the Company, kindly sign and return to the Company the enclosed copy of this letter. This offer of employment is conditioned on the results of your reference check, receiving your acceptance by February     , 2013, and on your eligibility to work in the United States.

We are very pleased to offer you the opportunity to join OXiGENE, and we look forward to having you aboard. We are genuinely excited about your anticipated arrival, and confident that you will make an important contribution to our unique and thriving enterprise.

Sincerely,

Peter J. Langecker

Chairman of the Board & CEO

Accepted:

Name Date Start Date