SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 001-31787
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(Check One)
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended March 31, 2005
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended:
Not Applicable
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
Not Applicable
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REGISTRANT INFORMATION
Full name of registrant: Bioenvision, Inc.
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Address of principal executive office: 345 Park Avenue, 41st Floor
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City, State and Zip Code: New York, NY 10154
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PART II
RULE 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[x] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition
report on Forms 10-K, 10-KSB, 20-F, 11-K, or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reason why Forms 10-K, 10-KSB, 11-K, 20-F,
10-Q, 10-QSB, N-SAR, or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The Company recently changed auditors. On April 4, 2005, the Company notified
Grant Thornton LLP of its dismissal in connection with its decision to engage
new auditors as its independent registered public accounting firm. On that date,
the Company appointed Deloitte & Touche LLP as its new independent registered
public accounting firm for the fiscal year ended June 30, 2005. A Report on Form
10-QSB for the period ended March 31, 2005 has been delayed because the
quarterly review by Deloitte & Touche has taken longer than expected and could
not be completed without unreasonable expense and effort.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
David P. Luci, CFO and General Counsel (212)750-6700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
or the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s)
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reason why a
reasonable estimate of the results cannot be made.
Bioenvision, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 16, 2005 By: /s/ David P. Luci
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David P. Luci, CFO and General Counsel