As filed with the Securities and Exchange Commission on January 6, 2005.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BIOENVISION, INC.
(Exact name of issuer as specified in its charter)
Delaware 13-4025857
(State of Incorporation) (IRS Employer Identification Number)
345 Park Avenue, 41st Floor, New York, NY 10154
(Address of Principal Executive Offices) (Zip Code)
BIOENVISION, INC.
2003 STOCK INCENTIVE PLAN
(Full title of the Plan)
Christopher B. Wood, M.D., Chairman and Chief Executive Officer
Bioenvision, Inc.
345 Park Avenue, 41st Floor
New York, NY 10154
(Name and address of agent for service)
(212) 750-6700
(Telephone number, including area code, of agent for service)
copy to:
J. Mark Poerio, Esq.
Paul, Hastings, Janofsky & Walker LLP
1299 Pennsylvania Ave., N.W., Tenth Floor
Washington, DC 20004
(202) 508-9582
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
registered registered Offering Price Aggregate Offering Registration Fee
Per Unit Price
2003 Stock Incentive Plan, 1,500,000 $ 8.93 (2) $ 13,395,000 $ 1,697.15
Common Shares, par value
$.001 per share (1)
(1) Registered herein are 1,500,000 shares of the Registrant's Common Shares
that may be issued pursuant to its 2003 Stock Incentive Plan. Also registered
hereunder are such additional number of Common Shares, presently indeterminable,
as may be necessary to satisfy the anti-dilution provisions of the Plans to
which this Registration Statement relates in accordance with Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act").
(2) Calculated pursuant to paragraphs (c) and (h) of Rule 457 of the Securities
Act, the proposed maximum offering price per share of the shares being
registered is estimated solely for the purpose of determining the registration
fee, based upon the average of the high and low sales prices per share of the
Registrant's Common Stock ($8.93 per share), as reported on the National
Association of Securities Dealers Automated Quotation, National Market System on
December 31, 2004, which is within five business days prior to the date of
filing of this Registration Statement.
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 of Bioenvision, Inc.
(the "Company") is being filed in order to register 1,500,000 additional shares
of the Company's common stock , $0.001 par value per share, which may be issued
from time to time under the Company's 2003 Stock Incentive Plan. The contents of
the Registration Statement on Form S-8, filed on February 25, 2004 (SEC File No.
333-113094) are incorporated by reference into this Registration Statement.
ITEM 8. EXHIBITS
EXHIBIT
NO. DESCRIPTION
4.1 2004 Amendment to the Bioenvision, Inc. 2003 Stock Incentive Plan
(included as Annex B to the Company's definitive proxy statement on
Schedule 14-A, filed in connection with the annual meeting of
stockholders held on December 17, 2004 (SEC File No. 001-31787), which
is incorporated herein by reference)
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the legality
of the securities being registered by the Company
23.1 Consent of Grant Thornton LLP, Registered Public Accounting Firm
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit
5.1)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Bioenvision,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 6th day of
January 2005.
BIOENVISION, INC.
A Delaware corporation (Registrant)
By: /s/ Christopher B. Wood
-----------------------
Name: Christopher B. Wood
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Christopher B. Wood Chairman and Chief Executive January 6, 2005
----------------------- Officer (Principal Executive
Christopher B. Wood Officer)
______*___________ Chief Financial Officer, General January 6, 2005
David P. Luci Counsel and Corporate Secretary
______*___________ Director January 6, 2005
Thomas Scott Nelson
______*___________ Director January 6, 2005
Steven A. Elms
______*___________ Director January 6, 2005
Andrew Schiff
______*___________ Director January 6, 2005
Michael Kauffman
*: By: Christopher B. Wood, M.D.
Pursuant to power of attorney dated
February 25, 2004
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
4.2 2004 Amendment to the Bioenvision, Inc. 2003 Stock Incentive Plan
(included as Annex B to the Company's definitive proxy statement on
Schedule 14-A, filed in connection with the annual meeting of
stockholders held on December 17, 2004 (SEC File No. 001-31787), which
is incorporated herein by reference)
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the legality
of the securities being registered by the Company
23.1 Consent of Grant Thornton LLP, Registered Public Accounting Firm
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit
5.1)