As filed with the Securities and Exchange Commission on December 19, 2006.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
875 15th Street, NW
Washington, DC 20005
(202) 551-1780
(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, 2,250,000 $ 4.96 (2) $ 11,160,000 $ 1,194.12
Common Shares, par value
$.001 per share (1)
(1) Registered herein are 2,250,000 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 ($4.96 per share), as reported on the National
Association of Securities Dealers Automated Quotation, National Market System on
December 13, 2006, 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 under the Securities Act
of 1933, as amended, this registration statement on Form S-8 (the "Registration
Statement") of Bioenvision, Inc. (the "Company") is being filed in order to
register 2,250,000 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, as amended December 17, 2004. The contents of the
registration statement on Form S-8, filed on February 25, 2004 (SEC File No.
333-113094) and post-effective amendment no. 1 to Form S-8, filed on January 6,
2005 (SEC File No. 333-113094) are incorporated by reference into this
Registration Statement.
ITEM 8. EXHIBITS
EXHIBIT
NO. DESCRIPTION
4.1 Bioenvision, Inc. 2003 Stock Incentive Plan, as amended (Annex A
and 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 15, 2006 (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 (filed
herewith)
23.1 Consent of J.H. Cohn LLP, Independent Registered Public
Accounting Firm (filed herewith)
23.2 Consent of Deloitte & Touche LLP, Independent Registered Public
Accounting Firm (filed herewith)
23.3 Consent of Grant Thornton LLP, Independent Registered Public
Accounting Firm (filed herewith)
2
23.4 Consent of Paul, Hastings, Janofsky & Walker LLP (included in
Exhibit 5.1)
3
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 19th day of
December, 2006.
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 of 1933, 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 December 19, 2006
----------------------- Officer (Principal Executive
Christopher B. Wood Officer)
/s/ James S. Scibetta Chief Financial Officer December 19, 2006
----------------------- (Principal Accounting Officer)
James S. Scibetta
/s/ Michael Kauffman Director December 19, 2006
----------------------
Michael Kauffman
/s/ Steven A. Elms Director December 19, 2006
----------------------
Steven A. Elms
/s/ Andrew Schiff Director December 19, 2006
----------------------
Andrew Schiff
4
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
4.1 Bioenvision, Inc. 2003 Stock Incentive Plan, as amended (Annex A
and 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 15, 2006 (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 (filed
herewith)
23.1 Consent of J.H. Cohn LLP, Independent Registered Public
Accounting Firm (filed herewith)
23.2 Consent of Deloitte & Touche LLP, Independent Registered Public
Accounting Firm (filed herewith)
23.3 Consent of Grant Thornton LLP, Independent Registered Public
Accounting Firm (filed herewith)
23.4 Consent of Paul, Hastings, Janofsky & Walker LLP (included in
Exhibit 5.1)