UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BIOENVISION, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
09059N 100
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(CUSIP Number)
Steven H. Rouhandeh
SCO Capital Partners LLC
1285 Avenue of the Americas, 35th Floor
New York, New York 10019
(212) 554-4158
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 1, 2002
----------------
(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 of this Schedule 13D, and is filing this Schedule
because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 8 pages
SCHEDULE 13D
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CUSIP No. 808631 10 5 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven H. Rouhandeh
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 300,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,179,946
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 300,000
-----------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,179,946
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,479,946
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.86%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP No. 808631 10 5 PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCO CAPITAL PARTNERS LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 7,009,946
-----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 470,000
-----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,009,946
-----------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
470,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,479,946
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.86%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D ("Schedule 13D") is being filed
with respect to the common stock, par value $.001 per share (the "Common Stock")
of Bioenvision, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 509 Madison Avenue, Suite 404,
New York, New York 10022.
This Schedule 13D is being filed pursuant to Section 13(d) of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "Exchange Act").
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is filed by (i) Steven H. Rouhandeh ("Rouhandeh")
and (ii) SCO CAPITAL PARTNERS LLC, a limited liability company organized under
the laws of the State of Delaware ("SCO"). Rouhandeh and SCO are collectively
referred to herein as the "Reporting Persons."
(b) The Reporting Persons' business address is 1285 Avenue of the
Americas, 35th Floor, New York, New York 10019.
(c) The principal business of Rouhandeh is to serve as the Chairman of
SCO. The principal business of SCO is to invest in biotechnology companies.
(d) During the last five years, none of the Reporting Persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons have been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction that resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Rouhandeh is a United States citizen. SCO is a limited liability
company organized under the laws of the State of Delaware.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 8, 2002, Bioenvision consummated a private placement
transaction pursuant to which Bioenvision raised $17.75 million in equity
financing. SCO acted as Bioenvision's financial advisor in connection with this
equity offering. As consideration for services rendered, SCO received a warrant
to purchase 688,333 shares of Common Stock at an exercise price of $1.50 per
share, and an affiliate of SCO received a warrant to purchase 70,000 shares of
Common Stock at an exercise price of $1.50 per share. The warrants expire five
years from the date of issuance. The issuance of these warrants was exempt from
registration under Regulation D promulgated under the Securities Act or Section
4(2) of the Securities Act
On February 1, 2002, Bioenvision issued an aggregate of
7,000,000 shares of common stock, par value $.001 per share (the "Common Stock")
to the former stockholders of Pathagon, Inc., in connection with the
consummation of a merger transaction. Of this amount, SCO received 5,121,613
shares of Common Stock as consideration in the merger transaction. The issuance
of these shares was exempt from registration under Regulation D promulgated
under the Securities Act or Section 4(2) of the Securities Act.
On November 16, 2001, Bioenvision and SCO entered into a
revolving credit facility pursuant to which Bioenvision could borrow up to $1
million from SCO. In connection with this revolving credit facility, Bioenvision
issued (i) to SCO a warrants to purchase 1,200,000 shares of Common Stock at an
exercise price of $1.25 per share, subject to certain anti-dilution adjustments,
and (ii) to each of the Sophie C. Rouhandeh Trust (the "SR Trust") and Chloe H.
Rouhandeh Trust (the "CR Trust" and, together with the SR Trust, the "Trusts"),
with respect to both of which Rouhandeh, President of SCO, serves as trustee, a
warrant to purchase 150,000 shares of Common Stock to an affiliate of SCO at an
exercise price of $1.25 per share . All of the foregoing warrants expire five
years from the date of issuance. The issuance of these warrants was exempt from
registration under Regulation D promulgated under the Securities Act or Section
4(2) of the Securities Act. As trustee of the Trusts, Rouhandeh has voting power
and investment power with respect to these shares, but disclaims any beneficial
ownership thereof.
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On November 16, 2001, Bioenvision entered into an engagement
letter with SCO pursuant to which SCO acted as Bioenvision's financial advisor.
In connection with this engagement letter and services rendered pursuant
thereto, Bioenvision issued to SCO Financial Group LLC, an affiliate of SCO, a
warrant to purchase 100,000 shares of Common Stock at an exercise price of $1.25
per share, subject to certain anti-dilution adjustments. The warrant expires
five years from the date of issuance. The issuance of this warrant was exempt
from registration under Regulation D promulgated under the Securities Act or
Section 4(2) of the Securities Act.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Reporting Persons purchased their shares of Common
Stock for investment purposes. Each of the Reporting Persons may acquire
additional shares of Common Stock from time to time, in open market purchases,
negotiated transactions or otherwise, and may sell any or all of such shares of
Common Stock at any time.
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Other than as set forth in the preceding paragraph of this
Item 4, each of the Reporting Persons does not have any plans or proposals which
relate to or would result in any of the matters enumerated in clauses (a)
through (j), inclusive, of Item 4 of Schedule 13D, namely: (a) the acquisition
by any person of additional securities of the Company or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
Board; (e) any material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's business or
corporate structure; (g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; (h) causing a class of securities of the
Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, (i) each Trust owns a warrant to purchase
150,000 shares of Common Stock, and (ii) SCO owns 5,121,613 shares of Common
Stock, and warrants to purchase an aggregate of 2,358,333 shares of Common
Stock. In his capacity as Chairman of SCO, Rouhandeh may be deemed beneficially
to own the 5,121,613 shares of Common Stock and warrants to purchase 2,358,333
shares of Common Stock owned directly by SCO or an affiliate thereof. Mr.
Rouhandeh disclaims beneficial ownership of the shares of Common Stock and
warrants held by SCO or an affiliate thereof.
(b) As trustee of each Trust, Rouhandeh has sole power to vote 300,000
shares of Common Stock upon conversion of the warrants held by each of the
Trusts. Rouhandeh, in his capacity as President of SCO, has the shared power to
direct the vote and disposition of the 5,121,613 shares of Common Stock owned by
SCO or an affiliate thereof and, upon conversion of warrants, Rouhandeh has the
shared power to direct the vote and disposition of an additional 2,358,333
shares of Common Stock owned by SCO or an affiliate thereof.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Reference is made to the Reporting Persons' responses to Item 3.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: April 4, 2003
/s/ Steven H. Rouhandeh
------------------------------------------
Steven H. Rouhandeh
SCO CAPITAL PARTNERS LLC
By: /s/ Steven H. Rouhandeh
--------------------------------------
Name: Steven H. Rouhandeh
Title: Chairman
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