SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Bioenvision, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-4025857
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
509 Madison Avenue, Suite 404
New York, New York 10022
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
check the following box. [ ] check the following box. [ X ]
Securities Act registration statement file number to which this form
relates: ____________
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which Each
Title of Each Class to be so Registered Class is to be Registered
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
A description of Bioenvision, Inc.'s (the "Company") common stock can be found
under the heading "Description of Capital Stock" in the Registration Statement
on Form SB-2, Registration No. 333-115816, originally filed with the Securities
and Exchange Commission on May 24, 2004, and thereafter amended and
supplemented. This Form 8-A is being filed in connection with the listing of the
Company's common stock on the Nasdaq National Market. The Common Stock has been
accepted for listing on the Nasdaq National Market under the symbol "BIVN".
Item 2. Exhibits
3.1 Certificate of Incorporation of Registrant. (1)
3.1(a) Amendment to Certificate of Incorporation filed
January 29, 1999. (2)
3.1(b) Certificate of Correction to the Certificate of
Incorporation, filed March 15, 2002 (3)
3.1(c) Certificate of Amendment to the Certificate of
Incorporation, filed April 30, 2002 (3)
3.1(d) Certificate of Designations, Preferences and Rights of
Series A Preferred Stock (3)
3.1(e) Certificate of Amendment to the Certificate of
Incorporation, filed January 14, 2004 (4)
3.2 Amended and Restated By-Laws of the Registrant.
(5)
(1) Incorporated by reference and filed as an Exhibit to Registrant's
Registration Statement on Form 10-12g filed with the SEC on September 3,
1998.
(2) Incorporated by reference and filed as an Exhibit to Registrant's Form
10-KSB/A filed with the SEC on October 18, 1999.
(3) Incorporated by reference and filed as an Exhibit to Registrant's Current
Report on Form 8- K, filed with the SEC on May 28, 2002.
(4) Incorporated by reference and filed as an Exhibit to Registrant's Form
10-QSB/A for three-month period ended December 31, 2002
(5) Incorporated by reference and filed as an Exhibit to Registrant's Form
10-QSB for the three-month period ended December 31, 2004.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: August 17, 2004 BIOENVISION, INC.
By: /s/ David P. Luci
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David P. Luci
Chief Financial Officer and General Counsel
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