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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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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 2, 2005
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BIOENVISION, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
000-24875 13-4025857
(Commission File No.) (IRS Employer Identification No.)
345 Park Avenue, 41st Floor
New York, New York 10154
(Address of principal executive offices and zip code)
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Registrant's telephone number, including area code: (212) 750-6700
N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications 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))
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Item 1.01 Entry into a Material Definitive Agreement.
On February 2, 2005, Bioenvision, Inc. (the "Company") entered into an
Underwriting Agreement with J.P. Morgan Securities Inc. and UBS Securities LLC,
as representatives of the several underwriters listed on Schedule I thereto
(collectively, the "Underwriters") (the "Underwriting Agreement"). Pursuant to
the Underwriting Agreement, the Company agreed to sell to the Underwriters
7,500,000 shares (the "Offered Shares") of its common stock, par value $0.001
per share (the "Common Stock") and grant the Underwriters an option to purchase
up to an additional 1,125,000 shares (the "Option Shares") of Common Stock to
cover over-allotments, if any. The Underwriters may exercise the option at any
time in whole, or from time to time in part, on or before the thirtieth day
following the date of the Underwriting Agreement. The Underwriting Agreement
contains customary representations, warranties and agreements of the Company and
customary conditions to closing, indemnification rights and obligations of the
parties and termination provisions. A copy of the Underwriting Agreement is
attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 3, 2005, the Company issued a press release announcing the
pricing of its underwritten public offering. A copy of the press release is
attached hereto as Exhibit 99.1.
Item 8.01 Other Events.
On February 3, 2005, Paul, Hastings, Janofsky & Walker LLP delivered its
legality opinion with respect to the Offered Shares and the Option Shares. A
copy of the legality opinion is attached hereto as Exhibit 5.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement, dated as of February 2, 2005, by and
among the Company, J.P. Morgan Securities Inc. and UBS Securities
LLC, as representatives of the several underwriters listed on
Schedule I thereto.
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP.
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (included in the
opinion filed as Exhibit 5.1).
99.1 Press Release dated February 3, 2005.
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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.
BIOENVISION, INC.
Dated: February 3, 2005 By: /s/ David P. Luci
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David P. Luci
Chief Financial Officer, General Counsel and
Corporate Secretary
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EXHIBIT INDEX
1.1 Underwriting Agreement, dated as of February 2, 2005, by and
among the Company, J.P. Morgan Securities Inc. and UBS Securities
LLC, as representatives of the several underwriters listed on
Schedule I thereto.
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP.
23.1 Consent of Paul, Hastings, Janofsky & Walker LLP (included in the
opinion filed as Exhibit 5.1).
99.1 Press Release dated February 3, 2005.
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