UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 20, 2002
BIOENVISION, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-24875 13-4025857
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Rockefeller Plaza, Suite 1600, New York, New York 10020
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (212) 445-6582
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Bioenvision, Inc. issued a press release on May 20, 2002 regarding the
closing of a private equity financing of $17.75 million through the sale of
Series A convertible preferred stock and warrants, a copy of which is attached
as Exhibit 99.1 hereto. The press release is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) and (b) Not Applicable
(c) Exhibits. The following exhibits are filed with this report:
3.1(b) Certificate of Correction to the Certificate of Incorporation, filed March 15, 2002
3.1(c) Certificate of Amendment to the Certificate of Incorporation, filed April 30, 2002
3.2(a) Amendment to Bylaws
4.1 Certificate of Designations of Series A Preferred Stock
4.2 Form of Warrant issued to purchasers of Series A Preferred Stock
10.20 Form of Securities Purchase Agreement by and among Bioenvision, Inc. and certain
purchasers, dated as of May 7, 2002
10.21 Form of Registration Rights Agreement by and among Bioenvision, Inc. and certain
purchasers, dated as of May 7, 2002
99.1 Press Release, dated May 20, 2002, of Bioenvision, Inc.
[Signature on following page.]
SIGNATURES
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.
By: /s/ Christopher B. Wood
---------------------------------
Christopher B. Wood
Chief Executive Officer
Date: May 28, 2002
EXHIBIT INDEX
Exhibit Description
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3.1(b) Certificate of Correction to the Certificate of Incorporation, filed March 15, 2002
3.1(c) Certificate of Amendment to the Certificate of Incorporation, filed April 30, 2002
3.2(a) Amendment to Bylaws
4.1 Certificate of Designations
4.2 Form of Warrant
10.20 Form of Securities Purchase Agreement by and among Bioenvision, Inc. and certain purchasers,
dated as of May 7, 2002
10.21 Form of Registration Rights Agreement by and among Bioenvision, Inc. and certain purchasers,
dated as of May 7, 2002
99.1 Press Release, dated May 20, 2002, of Bioenvision, Inc.