UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
BIOENVISION, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
09059N100
(CUSIP Number)
ADELE KITTREDGE MURRAY, ESQ.
PERSEUS-SOROS BIOPHARMACEUTICAL FUND, LP
888 SEVENTH AVENUE, 29TH FLOOR
NEW YORK, NY 10106
TEL. NO.: (212) 651-6400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
with a copy to
JOHN C. KENNEDY, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
DECEMBER 13, 2004
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 18 pages
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 2 of 18 Pages
--------------------- ----------------------
1 NAME OF REPORTING PERSON
Perseus-Soros BioPharmaceutical Fund, LP
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
7,950,053 (1)(2)
NUMBER OF ------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,950,053 (1)(2)
PERSON ------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,950,053 (1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
------------------
(1) On December 13, 2004, Perseus-Soros BioPharmaceutical Fund, LP
("Perseus-Soros") (i) converted 750,000 shares of Series A Preferred Stock
into 1,500,000 shares of Common Stock and (ii) distributed 1,500,000 shares
of Common Stock to its partners in a pro rata distribution for no
consideration, including a distribution of 76,682 shares of Common Stock to
its sole general partner, Perseus-Soros Partners, LLC (the
"Distributions").
(2) Assumes (i) full conversion of the remaining shares of Series A Preferred
Stock after giving effect to the Distributions, consisting of 2,250,000
shares of Series A Preferred Stock which are convertible into 4,500,000
shares of Common Stock; (ii) exercise of a Warrant to purchase an aggregate
of 3,000,000 shares of Common Stock; and (iii) exercise of a Warrant to
purchase 75,009 shares of Common Stock.
(3) Assumes that there are 36,457,328 shares of Common Stock outstanding.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 3 of 18 Pages
--------------------- ----------------------
1 NAME OF REPORTING PERSON
Perseus-Soros Partners, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
8,026,735 (1)(2)
NUMBER OF ------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,026,735 (1)(2)
PERSON ------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,026,735 (1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
-----------------
(1) Consists of (i) 7,950,053 shares of Common Stock beneficially owned by
Perseus-Soros Partners, LLC ("Perseus-Soros Partners") solely in its
capacity as sole general partner of Perseus-Soros; and (ii) 76,682 shares
of Common Stock held directly by Perseus-Soros Partners as a result of the
Distributions.
(2) Assumes (i) full conversion of the remaining shares of Series A Preferred
Stock after giving effect to the Distributions, consisting of 2,250,000
shares of Series A Preferred Stock which are convertible into 4,500,000
shares of Common Stock; (ii) exercise of a Warrant to purchase an aggregate
of 3,000,000 shares of Common Stock; and (iii) exercise of a Warrant to
purchase 75,009 shares of Common Stock.
(3) Assumes that there are 36,457,328 shares of Common Stock outstanding.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 4 of 18 Pages
--------------------- ----------------------
1 NAME OF REPORTING PERSON
Perseus BioTech Fund Partners, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 8,026,735 (1)(2)
OWNED BY ------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
8,026,735 (1)(2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,026,735 (1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
-----------------
(1) Consists of (i) 7,950,053 shares of Common Stock beneficially owned by
Perseus BioTech Fund Partners, LLC ("Perseus Partners") solely in its
capacity as a managing member of Perseus-Soros Partners, which is the sole
general partner of Perseus-Soros; and (ii) 76,682 shares of Common Stock
held directly by Perseus-Soros Partners as a result of the Distributions
and beneficially owned by Perseus Partners solely in its capacity as a
managing member of Perseus-Soros Partners.
(2) Assumes (i) full conversion of the remaining shares of Series A Preferred
Stock after giving effect to the Distributions, consisting of 2,250,000
shares of Series A Preferred Stock which are convertible into 4,500,000
shares of Common Stock; (ii) exercise of a Warrant to purchase an aggregate
of 3,000,000 shares of Common Stock; and (iii) exercise of a Warrant to
purchase 75,009 shares of Common Stock.
(3) Assumes that there are 36,457,328 shares of Common Stock outstanding.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 5 of 18 Pages
--------------------- ----------------------
1 NAME OF REPORTING PERSON
SFM Participation, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 8,026,735 (1)(2)
OWNED BY ------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
8,026,735 (1)(2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,026,735 (1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
---------------
(1) Consists of (i) 7,950,053 shares of Common Stock beneficially owned by SFM
Participation, L.P. ("SFM Participation") solely in its capacity as a
managing member of Perseus-Soros Partners, which is the sole general
partner of Perseus-Soros; and (ii) 76,682 shares of Common Stock held
directly by Perseus-Soros Partners as a result of the Distributions and
beneficially owned by SFM Participation solely in its capacity as a
managing member of Perseus-Soros Partners.
(2) Assumes (i) full conversion of the remaining shares of Series A Preferred
Stock after giving effect to the Distributions, consisting of 2,250,000
shares of Series A Preferred Stock which are convertible into 4,500,000
shares of Common Stock; (ii) exercise of a Warrant to purchase an aggregate
of 3,000,000 shares of Common Stock; and (iii) exercise of a Warrant to
purchase 75,009 shares of Common Stock.
(3) Assumes that there are 36,457,328 shares of Common Stock outstanding.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 6 of 18 Pages
--------------------- ----------------------
1 NAME OF REPORTING PERSON
SFM AH LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 8,026,735 (1)(2)
OWNED BY ------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
8,026,735 (1)(2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,026,735 (1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
---------------
(1) Consists of (i) 7,950,053 shares of Common Stock beneficially owned by SFM
AH LLC ("SFM AH") solely in its capacity as the general partner of SFM
Participation, which is a managing member Perseus-Soros Partners, which is
the sole general partner of Perseus-Soros; and (ii) 76,682 shares of Common
Stock held directly by Perseus-Soros Partners as a result of the
Distributions and beneficially owned by SFM AH solely in its capacity as
the general partner of SFM Participation, which is a managing member of
Perseus-Soros Partners.
(2) Assumes (i) full conversion of the remaining shares of Series A Preferred
Stock after giving effect to the Distributions, consisting of 2,250,000
shares of Series A Preferred Stock which are convertible into 4,500,000
shares of Common Stock; (ii) exercise of a Warrant to purchase an aggregate
of 3,000,000 shares of Common Stock; and (iii) exercise of a Warrant to
purchase 75,009 shares of Common Stock.
(3) Assumes that there are 36,457,328 shares of Common Stock outstanding.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 7 of 18 Pages
--------------------- ----------------------
1 NAME OF REPORTING PERSON
Perseuspur, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 8,094,227 (1)(2)
BENEFICIALLY ------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING ------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 8,094,227 (1)(2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,094,227 (1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
---------------
(1) Consists of (i) 7,950,053 shares of Common Stock beneficially owned by
Perseuspur, LLC ("Perseuspur"), solely in its capacity as the managing
member of Perseus Partners, which is a managing member of Perseus-Soros
Partners, which is the sole general partner of Perseus-Soros; (ii) 76,682
shares of Common Stock held directly by Perseus-Soros Partners as a result
of the Distributions and beneficially owned by Perseuspur solely in its
capacity as the managing member of Perseus Partners, which is a managing
member of Perseus-Soros Partners; and (iii) 67,492 shares of Common Stock
held directly by Perseus BioTech Investment, LLC ("Perseus BioTech
Investment") as a result of the Distributions and beneficially owned by
Perseuspur, solely in its capacity as the managing member of Perseus
BioTech Investment.
(2) Assumes (i) full conversion of the remaining shares of Series A Preferred
Stock after giving effect to the Distributions, consisting of 2,250,000
shares of Series A Preferred Stock which are convertible into 4,500,000
shares of Common Stock; (ii) exercise of a Warrant to purchase an aggregate
of 3,000,000 shares of Common Stock; and (iii) exercise of a Warrant to
purchase 75,009 shares of Common Stock.
(3) Assumes that there are 36,457,328 shares of Common Stock outstanding.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 8 of 18 Pages
--------------------- ----------------------
1 NAME OF REPORTING PERSON
Frank H. Pearl (in the capacity described herein)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 8,094,227 (1)(2)
OWNED BY ------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
8,094,227 (1)(2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,094,227 (1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
---------------
(1) Consists of (i) 7,950,053 shares of Common Stock beneficially owned by Mr.
Pearl, solely in his capacity as the sole member of Perseuspur, which is
the managing member of Perseus Partners, which is a managing member of
Perseus-Soros Partners, which is the sole general partner of Perseus-Soros;
(ii) 76,682 shares of Common Stock held directly by Perseus-Soros Partners
as a result of the Distributions and beneficially owned by Mr. Pearl solely
in his capacity as sole member of Perseuspur, which is the managing member
of Perseus Partners, which is a managing member of Perseus-Soros Partners;
and (iii) 67,492 shares of Common Stock held directly by Perseus BioTech
Investment as a result of the Distributions and beneficially owned by Mr.
Pearl, solely in his capacity as the sole member of Perseuspur, which is
the managing member of Perseus BioTech Investment.
(2) Assumes (i) full conversion of the remaining shares of Series A Preferred
Stock after giving effect to the Distributions, consisting of 2,250,000
shares of Series A Preferred Stock which are convertible into 4,500,000
shares of Common Stock; (ii) exercise of a Warrant to purchase an aggregate
of 3,000,000 shares of Common Stock; and (iii) exercise of a Warrant to
purchase 75,009 shares of Common Stock.
(3) Assumes that there are 36,457,328 shares of Common Stock outstanding.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 9 of 18 Pages
--------------------- ----------------------
1 NAME OF REPORTING PERSON
Soros Fund Management LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 8,322,604 (1)(2)
BENEFICIALLY ------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING ------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 8,322,604 (1)(2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,322,604 (1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO; IA
--------------------------------------------------------------------------------
---------------
(1) Consists of (i) 7,950,053 shares of Common Stock beneficially owned by
Soros Fund Management LLC ("SFM LLC"), solely in its capacity as the sole
managing member of SFM AH, which is the general partner of SFM
Participation, which is a managing member of Perseus-Soros Partners, which
is the sole general partner of Perseus-Soros; (ii) 76,682 shares of Common
Stock held directly by Perseus-Soros Partners as a result of the
Distributions and beneficially owned by SFM LLC solely in its capacity as
the sole managing member of SFM AH, which is the general partner of SFM
Participation, which is a managing member Perseus-Soros Partners; and (iii)
295,869 shares of Common Stock held directly by Quantum Industrial Partners
LDC ("QIP") as a result of the Distributions and beneficially owned by SFM
LLC solely in its capacity as the sole managing member of QIH Management
LLC, which is the sole general partner of QIH Management Investor, L.P.,
which is an investment advisory firm vested with the investment discretion
with respect to the portfolio assets held for the account of QIP.
(2) Assumes (i) full conversion of the remaining shares of Series A Preferred
Stock after giving effect to the Distributions, consisting of 2,250,000
shares of Series A Preferred Stock which are convertible into 4,500,000
shares of Common Stock; (ii) exercise of a Warrant to purchase an aggregate
of 3,000,000 shares of Common Stock; and (iii) exercise of a Warrant to
purchase 75,009 shares of Common Stock.
(3) Assumes that there are 36,457,328 shares of Common Stock outstanding.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 10 of 18 Pages
--------------------- ----------------------
1 NAME OF REPORTING PERSON
George Soros (in the capacity described herein)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 8,322,604 (1)(2)
BENEFICIALLY ------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING ------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 8,322,604 (1)(2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,322,604 (1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
--------------------------------------------------------------------------------
---------------
(1) Consists of (i) 7,950,053 shares of Common Stock beneficially owned by Mr.
George Soros ("Mr. Soros"), solely in his capacity as Chairman of SFM LLC,
which is the sole managing member of SFM AH, which is the general partner
of SFM Participation, which is a managing member Perseus-Soros Partners,
which is the sole general partner of Perseus-Soros; and (ii) 76,682 shares
of Common Stock held directly by Perseus-Soros Partners as a result of the
Distributions and beneficially owned by Mr. Soros solely in his capacity as
the Chairman of SFM LLC, which is the sole managing member of SFM AH, which
is the general partner of SFM Participation, which is a managing member
Perseus-Soros Partners; and (iii) 295,869 shares of Common Stock held
directly by QIP as a result of the Distributions and beneficially owned by
Mr. Soros solely in his capacity as the Chairman of SFM LLC, which is the
sole managing member of QIH Management LLC, which is the sole general
partner of QIH Management Investor, L.P., which is an investment advisory
firm vested with the investment discretion with respect to the portfolio
assets held for the account of QIP.
(2) Assumes (i) full conversion of the remaining shares of Series A Preferred
Stock after giving effect to the Distributions, consisting of 2,250,000
shares of Series A Preferred Stock which are convertible into 4,500,000
shares of Common Stock; (ii) exercise of a Warrant to purchase an aggregate
of 3,000,000 shares of Common Stock; and (iii) exercise of a Warrant to
purchase 75,009 shares of Common Stock.
(3) Assumes that there are 36,457,328 shares of Common Stock outstanding.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 11 of 18 Pages
--------------------- ----------------------
Item 1. SECURITY AND ISSUER.
This Amendment No. 3 to Schedule 13D relates to the common
stock, par value $0.001 per share (the "Common Stock") of Bioenvision, Inc., a
Delaware corporation (the "Company"). This Amendment No. 3 supplementally amends
the initial statement on Schedule 13D, filed with the Securities and Exchange
Commission on May 20, 2002, as amended by Amendment No. 1, filed on January 8,
2003, and Amendment No. 2 filed on May 17, 2004 (together, the "Initial
Statement"), filed by the Reporting Persons (as defined herein), and is being
filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The address of the principal executive offices of
the Company are located at 345 Park Avenue, 41st Floor, New York, New York
10154. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 2. IDENTITY AND BACKGROUND.
(a) Perseus EC, L.L.C., a Delaware limited liability company,
was merged with and into Perseuspur, LLC, a Delaware limited liability company
("Perseuspur"), on October 22, 2004, with Perseuspur as the surviving entity.
Perseuspur is the managing member of Perseus BioTech Fund Partners, LLC.
(b) No material change.
(c) No material change.
(d) No material change.
(e) No material change.
(f) No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as
follows:
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 12 of 18 Pages
--------------------- ----------------------
According to the most recently available filing with the
Securities and Exchange Commission by the Company and information known to the
Reporting Persons, there are 28,882,319 shares of Common Stock outstanding as of
November 9, 2004.
(a) (i) Pursuant to Rule 13d-3 of the Exchange Act,
Perseus-Soros may be deemed the beneficial owner of 7,950,053 shares of Common
Stock, which constitutes approximately 21.8% of the total number of shares of
Common Stock outstanding. This number consists of all of the securities held for
the account of Perseus-Soros after giving effect to (i) the conversion by
Perseus-Soros of 750,000 shares of the Company's Series A Convertible
Participating Preferred Stock, $0.001 par value per share (the "Series A
Preferred Stock") held for the account of Perseus-Soros, into 1,500,000 shares
of Common Stock (the "Conversion") on December 13, 2004; and (ii) the
distribution by Perseus-Soros of 1,500,000 shares of Common Stock to its
partners in a pro rata distribution for no consideration on that same date (the
"Distributions"). The 7,950,053 shares of Common Stock of which Perseus-Soros
may be deemed the beneficial owner consists of the following: A) 375,044 shares
of Common Stock held for the account of Perseus-Soros, B) 4,500,000 shares of
Common Stock issuable upon the conversion of 2,250,000 shares of the Company's
Series A Preferred Stock held for the account of Perseus-Soros, C) 3,000,000
shares of Common Stock issuable upon the exercise of a warrant held for the
account of Perseus-Soros, and D) 75,009 shares of Common Stock issuable upon the
exercise of the May Warrants held for the account of Perseus-Soros.
(ii) Pursuant to Rule 13d-3 of the Exchange Act, each of the
Reporting Persons other than Perseus-Soros, Perseuspur, Mr. Pearl, SFM LLC and
Mr. Soros may be deemed the beneficial owner of 8,026,735 shares of Common
Stock, which constitutes approximately 22.0% of the total number of shares of
Common Stock outstanding. The 8,026,735 shares of Common Stock of which each of
the Reporting Persons other than Perseus-Soros, Perseuspur, Mr. Pearl, SFM LLC
and Mr. Soros may be deemed the beneficial owner, consists of all of the
securities held for the account of Perseus-Soros after giving effect to the
Conversion and the Distributions as follows: A) 375,044 shares of Common Stock
held for the account of Perseus-Soros, B) 4,500,000 Shares of Common Stock
issuable upon the conversion of 2,250,000 shares of the Series A Preferred Stock
held for the account of Perseus-Soros, C) 3,000,000 shares of Common Stock
issuable upon the exercise of a warrant held for the account of Perseus-Soros,
D) 75,009 shares of Common Stock issuable upon the exercise of the May Warrants
held for the account of Perseus-Soros, and E) 76,682 shares of Common Stock held
directly by Perseus-Soros Partners as a result of the Distributions.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 13 of 18 Pages
--------------------- ----------------------
(iii) Pursuant to Rule 13d-3 of the Exchange Act, each of
Perseuspur and Mr. Pearl may be deemed the beneficial owner of 8,094,227 shares
of Common Stock, which constitutes approximately 22.2% of the total number of
shares of Common Stock outstanding. The 8,094,227 shares of Common Stock of
which each of Perseuspur and Mr. Pearl may be deemed the beneficial owner,
consists of all of the securities held for the account of Perseus-Soros,
Perseus-Soros Partners and Perseus BioTech Investment, LLC after giving effect
to the Conversion and the Distributions as follows: A) 375,044 shares of Common
Stock held for the account of Perseus-Soros, B) 4,500,000 Shares of Common Stock
issuable upon the conversion of 2,250,000 shares of the Series A Preferred Stock
held for the account of Perseus-Soros, C) 3,000,000 shares of Common Stock
issuable upon the exercise of a warrant held for the account of Perseus-Soros,
D) 75,009 shares of Common Stock issuable upon the exercise of the May Warrants
held for the account of Perseus-Soros, E) 76,682 shares of Common Stock held
directly by Perseus-Soros Partners as a result of the Distributions, and F)
67,492 shares of Common Stock held directly by Perseus BioTech Investment, LLC
("Perseus BioTech Investment") as a result of the Distributions.
(iv) Pursuant to Rule 13d-3 of the Exchange Act, SFM LLC and
Mr. Soros may be deemed the beneficial owner of 8,322,604 shares of Common
Stock, which constitutes approximately 22.8% of the total number of shares of
Common Stock outstanding. The 8,322,604 shares of Common Stock of which each of
SFM LLC and Mr. Soros may be deemed the beneficial owner, consists of all of the
securities held for the account of Perseus-Soros, Perseus-Soros Partners and
Quantum Industrial Partners LDC ("QIP") after giving effect to the Conversion
and the Distributions as follows: A) 375,044 shares of Common Stock held for the
account of Perseus-Soros, B) 4,500,000 Shares of Common Stock issuable upon the
conversion of 2,250,000 shares of the Series A Preferred Stock held for the
account of Perseus-Soros, C) 3,000,000 shares of Common Stock issuable upon the
exercise of a warrant held for the account of Perseus-Soros, D) 75,009 shares of
Common Stock issuable upon the exercise of the May Warrants held for the account
of Perseus-Soros, E) 76,682 shares of Common Stock held directly by
Perseus-Soros Partners as a result of the Distributions, and F) 295,869 shares
of Common Stock held directly by QIP as a result of the Distributions. The
295,869 shares of Common Stock held directly by QIP as a result of the
Distributions may be deemed beneficially owned by SFM LLC in its capacity as the
sole managing member of QIH Management LLC, which is the sole general partner of
QIH Management Investor, L.P., which is an investment advisory firm vested with
the investment discretion with respect to the portfolio assets held for the
account of QIP. The 295,869 shares of Common Stock held directly by QIP as a
result of the Distributions may be deemed beneficially owned by Mr. Soros solely
in his capacity as the Chairman of SFM LLC.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 14 of 18 Pages
--------------------- ----------------------
(b) (i) By virtue of the relationships between and among the
Reporting Persons described in Item 2 of this Statement on Schedule 13D, each of
Perseus-Soros and Perseus-Soros Partners may be deemed to have the sole power to
direct the voting and disposition of the 7,950,053 shares of Common Stock
beneficially owned by Perseus-Soros assuming the exercise and conversion of all
of the securities held for the account of Perseus-Soros after giving effect to
the Conversion and the Distributions. Perseus-Soros Partners may be deemed to
have the sole power to direct the voting and disposition of the 76,682 shares of
Common Stock owned directly by Perseus-Soros Partners as a result of the
Distributions.
(ii) By virtue of the relationships between and among the
Reporting Persons described in Item 2 of this Statement on Schedule 13D, each of
Perseus Partners, SFM Participation, SFM AH, Perseuspur, Mr. Pearl, SFM LLC and
Mr. Soros may be deemed to have shared power to direct the voting and
disposition of the 7,950,053 shares of Common Stock beneficially owned by
Perseus-Soros assuming the exercise and conversion of all of the securities held
for the account of Perseus-Soros after giving effect to the Conversion and the
Distributions. By virtue of the relationships between and among the Reporting
Persons described in Item 2 of this Statement on Schedule 13D, each of Perseus
Partners, SFM Participation, SFM AH, Perseuspur, Mr. Pearl, SFM LLC and Mr.
Soros may be deemed to have shared power to direct the voting and disposition of
the 76,682 shares of Common Stock owned directly by Perseus-Soros Partners as a
result of the Distributions.
(iii) Perseus Biotech Investment may be deemed to have the
sole power to direct the voting and disposition of the 67,492 shares of Common
Stock owned directly by it as a result of the Distributions. Mr. Pearl, solely
in his capacity as the sole member of Perseuspur, which is the managing member
of Perseus BioTech Investment, and Perseuspur, in its capacity as the managing
member of Perseus BioTech Investment, may each be deemed to have sole power to
direct the voting and disposition of the 67,492 shares of Common Stock held
directly by Perseus BioTech Investment as a result of the Distributions.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 15 of 18 Pages
--------------------- ----------------------
(iv) QIP may be deemed to have the sole power to direct the
voting and disposition of the 295,869 shares of Common Stock owned directly by
it as a result of the Distributions. Mr. Soros, solely in his capacity as the
Chairman of SFM LLC, and SFM LLC, in its capacity as the sole managing member of
QIH Management LLC, a Delaware limited liability company, which is the sole
general partner of QIH Management Investor, L.P., an investment advisory firm
organized as a Delaware limited partnership, vested with investment discretion
with respect to portfolio assets held for the account of QIP, may each be deemed
to have shared power to direct the voting and disposition of the 295,869 shares
of Common Stock held directly by QIP as a result of the Distributions.
(c) On December 13, 2004, Perseus-Soros distributed 1,500,000
shares of Common Stock to its partners in a pro rata distribution, in which (i)
76,682 shares of Common Stock were distributed to Perseus-Soros Partners, (ii)
67,492 shares of Common Stock were distributed to Perseus BioTech Investment,
and (iii) 295,869 shares of Common Stock were distributed to QIP. No
consideration was paid in connection with the Distributions. Except for the
transactions set forth in Item 5 herein, there have been no transactions
effected with respect to the shares of the Common Stock during the past 60 days
by any of the Reporting Persons.
(d) The partners or shareholders of each of Perseus-Soros,
Perseus-Soros Partners, Perseus BioTech Investment and QIP have the right to
participate in the receipt of dividends from, or proceeds from the sales of, the
shares of Common Stock held for the accounts of Perseus-Soros, Perseus-Soros
Partners, Perseus BioTech Investment and QIP in accordance with their ownership
interests in such entities.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement, dated December 16,
2004, among (i) Perseus-Soros
BioPharmaceutical Fund, LP, (ii)
Perseus-Soros Partners, LLC, (iii) Perseus
BioTech Fund Partners, LLC, (iv) SFM
Participation, L.P., (v) SFM AH LLC, (vi)
Frank H. Pearl, (vii) George Soros, (viii)
Soros Fund Management LLC, and (ix)
Perseuspur, LLC.
Exhibit 2: Power of Attorney, dated April 9, 2003,
appointing Rodd Macklin as Attorney-In-Fact
for Frank H. Pearl.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 16 of 18 Pages
--------------------- ----------------------
Exhibit 3: Power of Attorney, dated October 30, 2002,
appointing each of Armando T. Belly, Jodye
Anzalotta, John F. Brown, Maryann Canfield,
Richard D. Holahan, Jr. and Robert Soros as
Attorney-In-Fact for George Soros.
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 17 of 18 Pages
--------------------- ----------------------
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 16, 2004
PERSEUS-SOROS BIOPHARMACEUTICAL FUND, LP
By: Perseus-Soros Partners, LLC,
General Partner
By: SFM Participation, L.P.,
Managing Member
By: SFM AH LLC
General Partner
By: Soros Fund Management LLC,
Managing Member
By: /s/ Jodye M. Anzalotta
-------------------------------------
Name: Jodye M. Anzalotta
Title: Assistant General Counsel
PERSEUS-SOROS PARTNERS, LLC
By: SFM Participation, L.P.
Managing Member
By: SFM AH LLC
General Partner
By: Soros Fund Management LLC,
Managing Member
By: /s/ Jodye M. Anzalotta
-------------------------------------
Name: Jodye M. Anzalotta
Title: Assistant General Counsel
PERSEUS BIOTECH FUND PARTNERS, LLC
By: Perseuspur, L.L.C.
Managing Member
By: /s/ Rodd Macklin
-------------------------------------
Name: Rodd Macklin
Title: Secretary and Treasurer
PERSEUSPUR, L.L.C.
By: /s/ Rodd Macklin
-------------------------------------
Name: Rodd Macklin
Title: Secretary and Treasurer
--------------------- ----------------------
CUSIP NO. 09059N100 SCHEDULE 13D Page 18 of 18 Pages
--------------------- ----------------------
MR. FRANK H. PEARL
By: /s/ Rodd Macklin
-------------------------------------
Name: Rodd Macklin
Title: Attorney-in-Fact
SFM PARTICIPATION, L.P.
By: SFM AH LLC
General Partner
By: Soros Fund Management LLC,
Managing Member
By: /s/ Jodye M. Anzalotta
-------------------------------------
Name: Jodye M. Anzalotta
Title: Assistant General Counsel
SFM AH LLC
By: Soros Fund Management LLC,
Managing Member
By: /s/ Jodye M. Anzalotta
-------------------------------------
Name: Jodye M. Anzalotta
Title: Assistant General Counsel
MR. GEORGE SOROS
By: /s/ Jodye M. Anzalotta
-------------------------------------
Name: Jodye M. Anzalotta
Title: Attorney-in-Fact
SOROS FUND MANAGEMENT LLC
By: /s/ Jodye M. Anzalotta
-------------------------------------
Name: Jodye M. Anzalotta
Title: Assistant General Counsel