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): March 22, 2004
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BIOENVISION, INC.
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(Exact Name of Registrant as specified in its charter)
Delaware 000-24875 13-4025857
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
509 Madison Avenue, Suite 404, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 750-6700
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Not Applicable
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(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure.
On March 22, 2004, Bioenvision, Inc., a Delaware corporation (the
"Company"), entered into a Common Stock and Warrant Purchase Agreement (the
"Purchase Agreement") with certain existing and new institutional investors (the
"Investors"), pursuant to which the Company issued and sold 2,044,514 shares of
the Company's common stock, par value $0.001 per share, at a per share purchase
price of $6.25, together with warrants to purchase 408,903 shares of common
stock, at an exercise price of $7.50 per share. Further, the Company issued
warrants to purchase 204,452 shares of common stock, at an exercise price of
$6.25 per share, to SCO Securities LLC, its exclusive financial advisor in
connection with this financing. The Purchase Agreement is attached hereto as
Exhibit 4.1.
On March 22, 2004, the Company entered into a Registration Rights
Agreement with the Investors and SCO Securities LLC, a Delaware limited
liability company, as placement agent (the "Registration Rights Agreement"),
pursuant to which the Company shall prepare and file with the Securities and
Exchange Commission one registration statement covering the resale of the
securities issued and sold in the Purchase Agreement as well as such
indeterminate number of additional shares of the Company's common stock
resulting from stock splits, stock dividends or similar transactions with
respect to such securities. The Registration Rights Agreement is attached hereto
as Exhibit 4.2.
On March 22, 2004, the Company issued to the Investors warrants to
purchase one-fifth of a share of common stock at an exercise price of $7.50 per
share. The form of warrant is attached hereto as Exhibit 4.3.
On March 23, 2004, the Company issued a press release announcing that it
had raised $12.8 million through the sale to Investors of approximately 2
million shares of common stock as well as warrants to purchase approximately
400,000 shares of additional common stock, excluding warrants to SCO Securities
LLC for acting in its capacity as exclusive financial advisor to the Company. A
copy of the press release is attached hereto as Exhibit 99.1.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BIOENVISION, INC.
March 24, 2004
By: /s/ David P. Luci
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David P. Luci
Director of Finance, General Counsel
and Corporate Secretary
Exhibit Index
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Exhibit No. Exhibit
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4.1 Common Stock and Warrant Purchase Agreement, dated
as of March 22, 2004, by and among Bioenvision,
Inc. (the "Company") and the Investors set forth
on Schedule I thereto (the "Investors").
4.2 Registration Rights Agreement, dated as of March
22, 2004, by and among the Company, the Investors
and SCO Securities LLC.
4.3 Form of Warrant
99.1 Press Release, dated March 23, 2004, announcing the
issuance and sale of common stock and warrants to
the Investors.