U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
--- Act of 1934.
For the fiscal year ended June 30, 2006.
OR
Transition report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934
For the transition period from ________________ to ________________.
Commission File Number: 001-31787
BIOENVISION, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-4025857
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
345 Park Avenue, 41st Floor
New York, New York 10154
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 750-6700
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock,
$0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes __ No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes __ No X
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No __
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. Large accelerated filer __
Accelerated filer X Non-accelerated filer __.
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes __ No X
The aggregate market value of the voting stock held by non-affiliates computed
by reference to the last price at which the stock was sold, as of February 9,
2007, was $187,945,391.
The number of shares of Bioenvision common stock, par value $.001 per share,
outstanding as of February 9, 2007 was 43,059,406.
Explanatory Note
Bioenvision, Inc. is filing this Amendment No. 1 (this "Amendment") to
its Annual Report on Form 10-K for the year ended June 30, 2006, filed with the
Securities and Exchange Commission on September 11, 2006 (the "Original
Filing"), solely for the purpose of correcting the officer certifications filed
as Exhibits 31.1 and 31.2 to the Original Filing which inadvertently omitted
subsection (b) of part 4. The corrected Exhibits 31.1 and 31.2 are filed as
exhibits to this Amendment. Except as described above, this Amendment does not
modify or update the disclosures in, or exhibits to, the Original Filing.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned on
February 14, 2007, thereunto duly authorized.
BIOENVISION, INC.
By /s/ Christopher B. Wood, M.D.
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Christopher B. Wood, M.D.
Chairman and Chief Executive Officer
(Principal Executive Officer)
By /s/ James S. Scibetta
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James S. Scibetta
Chief Financial Officer
(Principal Financial and Accounting Officer)
In accordance with the requirements of the Exchange Act, this report
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ Christopher B. Wood, M.D. Chairman and Chief Executive Officer and February 14, 2007
----------------------------- Director
Christopher B. Wood, M.D. (Principal Executive Officer)
/s/ James S. Scibetta Chief Financial Officer February 14, 2007
--------------------- (Principal Financial and Accounting
James S. Scibetta Officer)
________*____________ Director February 14, 2007
Thomas S. Nelson, C.A.
________*__________ Director February 14, 2007
Michael Kauffman
________*____________ Director February 14, 2007
Andrew N. Schiff
________*____________ Director February 14, 2007
Steven A. Elms
* By: /s/ Christopher B. Wood, M.D.
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Christopher B. Wood
Attorney-in-Fact