Edgar Filing: BIOENVISION INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 1)

BIOENVISION, INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001
(Title of Class of Securities)

09059N 10 0
(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)

May 14, 2004
(Date of Event Which Requires Filing This Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].

(Continued on following pages)

(Page 1 of 8)

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1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

SCO Capital Partners LLC

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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

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4. SOURCE OF FUNDS*

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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]

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6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

------------------------- ----- --------------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 7,270,038
SHARES
BENEFICIALLY ----- --------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER 300,000
EACH
REPORTING ----- --------------------------------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 7,270,038

----- --------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 300,000

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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,570,038

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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]

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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.6%

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14. TYPE OF REPORTING PERSON*

PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!

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1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

SCO Securities LLC

-------- -------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]

-------- -------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY

-------- -------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS*

-------- -------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

----- --------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 300,000

-------- -------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,570,038

-------- -------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]

-------- -------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.6%

-------- -------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*

BD
-------- -------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

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1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Steven H. Rouhandeh

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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]

-------- -------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY

-------- -------------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS*

-------- -------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

United States

------------------------- ------ --------------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 7,270,038
SHARES
BENEFICIALLY ------ --------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER 300,000
EACH
REPORTING ------ --------------------------------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 7,270,038

------ --------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 300,000

-------- -------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,570,038

-------- -------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]

-------- -------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.6%

-------- -------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*

IN
-------- -------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!

ITEM 1. SECURITY AND ISSUER.

This Amendment No. 1 to Schedule 13D ("Schedule 13D") is being filed to amend
the Schedule 13D filed on April 4, 2003 with respect to the common stock, par
value $.001 per share (the "Common Stock") of Bioenvision, Inc., a Delaware
corporation ("Bioenvision" or 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, as amended, 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"), (ii)
SCO Capital Partners LLC, a limited liability company organized under the laws
of the State of Delaware ("SCO"), and (iii) SCO Securities LLC, a limited
liability company organized under the laws of the State of Delaware ("SCO
Securities"). Rouhandeh, SCO and SCO Securities 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 and sole
member of SCO and sole member of the entity that serves as sole member of SCO
Securities. The principal business of SCO is to invest in biotechnology
companies. The principal business of SCO Securities is to provide certain
broker-dealer services to 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 and SCO Securities are each a
limited liability company organized under the laws of the State of Delaware.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On May 14, 2004 and on March 22, 2004, upon closings of private placement
financings pursuant to which SCO Securities acted as placement agent,
Bioenvision issued to SCO Securities warrants to purchase an aggregate of
170,092 shares of Common Stock at an exercise price of $6.25 per share, subject
to certain anti-dilution adjustments. 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 May 8, 2002, Bioenvision consummated a private placement transaction pursuant
to which Bioenvision raised $17.75 million in equity financing. SCO Securities
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. 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 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, Chairman of SCO, serves as a trustee, a warrant to
purchase 150,000 shares of Common Stock at an exercise price of $1.25 per share,
subject to certain anti-dilution adjustments. 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 a trustee of the Trusts, Rouhandeh has
shared voting power and shared investment power with respect to these shares,
but disclaims any beneficial ownership thereof.

On November 16, 2001, Bioenvision entered into an engagement letter with SCO
Securities pursuant to which SCO Securities acted as Bioenvision's financial
advisor. In connection with this engagement letter and services rendered
pursuant thereto, Bioenvision issued to SCO Securities LLC, an affiliate of SCO,
a warrant to purchase 90,000 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 and
warrants to purchase 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.

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.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) As of the date hereof, (i) each of the two Trusts owns a warrant to purchase
150,000 shares of Common Stock, (ii) SCO owns 5,121,613 shares of Common Stock,
and warrants to purchase an aggregate of 1,888,333 shares of Common Stock, and
(iii) SCO Securities owns warrants to purchase 260,092 shares of Common Stock.
These securities in the aggregate represent beneficial ownership of 26.6% of the
outstanding Common Stock of Bioenvision as of May 14, 2004 (as set forth in its
Form 10-Q filed on May 17, 2004). In his capacity as Chairman and sole member of
SCO and as sole member of the entity that serves as sole member of SCO
Securities, Rouhandeh may be deemed beneficially to own the 5,121,613 shares of
Common Stock and warrants to purchase 2,148,425 shares of Common Stock owned
directly by SCO or SCO Securities.

(b) As a trustee of each Trust, Rouhandeh has shared power with his brother and
spouse to vote 300,000 shares of Common Stock upon conversion of the warrants
held by each of the Trusts. Rouhandeh, in his capacity as Chairman and sole
member of SCO, and in his capacity as sole member of the entity that serves as
sole member of SCO Securities, has the sole power to direct the vote and
disposition of the 5,121,613 shares of Common Stock owned by SCO or SCO
Securities and, upon conversion of warrants, Rouhandeh has the sole power to
direct the vote and disposition of an additional 2,148,425 shares of Common
Stock underlying warrants owned by SCO or SCO Securities. SCO and SCO Securities
disclaim beneficial ownership of the warrants held by the Trusts.

(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.

SIGNATURES

After reasonable inquiry and to the best of each of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.

Dated: May 26, 2004

SCO CAPITAL PARTNERS LLC

By: /s/ Steven H. Rouhandeh
--------------------------------
Steven H. Rouhandeh
Chairman

SCO SECURITIES LLC

By: /s/ Steven H. Rouhandeh
--------------------------------
Steven H. Rouhandeh
Chairman

/s/ Steven H. Rouhandeh
------------------------------------
Steven H. Rouhandeh