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, Independent 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, Independent Registered Public Accounting Firm 23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 5.1)