Washington,
D.C. 20549
FORM
6-K
REPORT
OF
FOREIGN ISSUER
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of June 2007
Commission
File Number 000-51122
pSivida
Limited
(Translation
of registrant’s name into English)
Level
12 BGC Centre
28
The Esplanade
Perth
WA 6000
Australia
(Address
of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F).
Form
20-F
ý Form
40-F o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
o No
ý
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ___.
The
document attached as Exhibit 99.1 to this Report on Form 6-K is hereby
incorporated by reference herein and into the following registration statements:
(i) the Registrant's Registration Statement on Form F-3, Registration
No. 333-132776; (ii) the Registrant's Registration Statement on
Form F-3, Registration No. 333-132777; (iii) the Registrant's
Registration Statement on Form F-3, Registration No. 333-135428; (iv)
the Registrant's Registration Statement on Form F-3, Registration
No. 333-141083; (v) the Registrant's Registration Statement on
Form F-3, Registration No. 333-141091; and (vi) the Registrant's
Registration Statement on Form F-3, Registration
No. 333-143225.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant,
pSivida Limited, has duly caused this report to be signed on its behalf by
the
undersigned, thereunto duly authorized.
Date:
June
19, 2007
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PSIVIDA
LIMITED
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| By: | /s/ Michael J. Soja | |
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Michael J. Soja |
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Vice
President, Finance and Chief Financial
Officer
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EXHIBIT
INDEX
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EXHIBIT
99.1:
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ASX
Release: Results of the General Meeting held 19 June
2007
|
| ASX RELEASE19 |
June
2007
|
Results
of the General Meeting
held
19 June 2007
Boston,
MA. and Perth, Australia - Global bio-nanotech company pSivida Limited (ASX:PSD,
NASDAQ:PSDV, Xetra:PSI) held a General Meeting today at 9.00am WST at Level
2,
QV1 Building, 250 St George’s Terrace, Perth WA 6000.
All
resolutions were passed unanimously by shareholders as follows:
Resolution
1 - Ratification of Past Placement of Shares to Pfizer
To
consider and, if thought fit, pass the following as an ordinary
resolution:
“That,
for the purposes of Listing Rule 7.4 of the Listing Rules of ASX Limited, and
for all other purposes, the Company ratifies the issue of a total of 22,483,748
fully paid ordinary shares in the Company at an issue price of A$0.2735 per
share to Pfizer Inc on 4 April 2007.”
Resolution
2 - Ratification of Past Issues of Warrants to Sandell
To
consider and, if thought fit, pass the following as an ordinary
resolution:
“That,
for the purposes of Listing Rule 7.4 of the Listing Rules of ASX Limited, and
for all other purposes, the Company approves the issue to Sandell Master
Investments Ltd, on 15 May 2007, of:
|
(a)
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warrants
over 4,000,000 American Depositary Shares expiring on 15 May 2012
at an
exercise price of US$1.57
each;
|
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(b)
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warrants
over 1,000,000 American Depositary Shares expiring on 15 May 2012
at an
exercise price of US$1.95 each;
and
|
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(c)
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warrants
over 2,341,347 American Depositary Shares expiring on 15 May 2012
at an
exercise price of US$1.21
each.”
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Resolution
3 - Approval of Possible Placements of ADSs and Warrants
To
consider and, if thought fit, pass the following as an ordinary
resolution:
“That,
for the purposes of Listing Rule 7.1 of the Listing Rules of ASX Limited, and
for all other purposes, the Company approves the issue, within 3 months after
the date of this meeting (or a longer period as may be approved by ASX), at
the
sole discretion of the Directors of the Company:
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(a)
|
the
issue of up to an aggregate of 15,000,000 American Depositary Shares
in
the Company, at an issue price being no lower than a 20% discount
to the 5
day volume weighted average market price on NASDAQ of the Company's
American Depositary Shares prior to their allotment;
and
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(b)
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the
issue to the subscribers for such American Depositary Shares of up
to an
aggregate of 7,500,000 unquoted warrants over American Depositary
Shares
in the Company expiring 5 years from the date of issue at an exercise
price of no lower than a 20% discount to the 5 day volume weighted
average
market price on NASDAQ of the Company's American Depositary Shares
prior
to their allotment.”
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Results
of the Resolutions
Each
resolution was passed unanimously by a show of hands.
The
results of the proxy votes received were as follows:
|
Resolution
|
|
For
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Against
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Abstain
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|
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1
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Ratification
of Past Placement of Shares to Pfizer
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124,045,941
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339,688
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550,913
|
|
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2
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Ratification
of Past Issues of Warrants to Sandell
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120,021,381
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1,158,350
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3,756,811
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|
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3
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Approval
of Possible Placements of ADSs and Warrants.
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83,812,292
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37,454,277
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3,669,973
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Note
that
the proxy votes received represent 22% of voting shares on issue.
-ENDS-
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pSivida
Limited
Brian
Leedman
Vice
President, Investor Relations
pSivida
Limited
Tel:
+ 61 8 9226 5099
brianl@psivida.com
|
US
Public Relations
Beverly
Jedynak
President
Martin
E. Janis & Company, Inc
Tel:
+1 (312) 943 1100 ext. 12
bjedynak@janispr.com
|
European
Public Relations
Accent
Marketing Limited
Eva
Reuter
Tel:
+49 (254) 393 0740
e.reuter@e-reuter-ir.com
|
NOTES
TO EDITORS:
pSivida
is a global bio-nanotech company committed to the biomedical sector and the
development of drug delivery products. Retisert(R)
is FDA
approved for the treatment of uveitis. Vitrasert(R)
is FDA
approved for the treatment of AIDS-related CMV Retinitis. Bausch & Lomb owns
the trademarks Vitrasert(R)
and
Retisert(R).
pSivida
has licensed the technologies underlying both of these products to Bausch &
Lomb. The technology underlying Medidur(TM)
for
diabetic macular edema is licensed to Alimera Sciences and is in Phase III
clinical trials. pSivida
has a worldwide collaborative research and license agreement with Pfizer Inc.
for other ophthalmic applications of the Medidur(TM)
technology.
pSivida
owns the rights to develop and commercialize a modified form of silicon
(porosified or nano-structured silicon) known as BioSilicon(TM), which has
applications in drug delivery, wound healing, orthopedics, and tissue
engineering. The most advanced BioSilicon(TM) product, BrachySil(TM) delivers
a
therapeutic, P32 directly to solid tumors and is presently in Phase II clinical
trials for the treatment of pancreatic cancer.
pSivida’s
intellectual property portfolio consists of 71 patent families, 99 granted
patents, including patents accepted for issuance, and over 300 patent
applications.
pSivida
conducts its operations from facilities near Boston in the United States,
Malvern in the United Kingdom and Perth in Australia.
pSivida
is listed on NASDAQ (PSDV),
the
Australian Stock Exchange (PSD)
and on
the Frankfurt Stock Exchange on the XETRA system (PSI).
pSivida is a founding member of the NASDAQ Health Care Index and the Merrill
Lynch Nanotechnology Index.
This
release contains forward-looking statements that involve risks and uncertainties
including with respect to our ability to raise sufficient funds, our ability
to
capitalize on our technology and intellectual property base or grow our
business, our potential products, including clinical development and trials
of
these potential products and our partnerships. Although we believe that the
expectations reflected in such forward-looking statements are reasonable at
this
time, we can give no assurance that such expectations will prove to be correct.
Given these uncertainties, readers are cautioned not to place undue reliance
on
such forward-looking statements. Actual results could differ materially from
those anticipated in these forward-looking statements due to many important
factors including: the risk that we will not be able to raise additional funds
at favorable terms or at all; the risk that we may not meet any of the
milestones in the Pfizer agreement or may not successfully develop or
commercialize the products under development; the risk that Pfizer terminates
the license agreement; the
risk
that we will be unable to complete recruitment for the Medidur for DME
Phase III clinical study; the risk that our Phase II clinical study for
BrachySil in the treatment of inoperable pancreatic cancer will not yield
positive results;.
Other
reasons are contained in cautionary statements in the Annual Report on Form
20-F
filed with the U.S. Securities and Exchange Commission, including, without
limitation, under Item 3.D, "Risk Factors" therein. We do not undertake to
update any oral or written forward-looking statements that may be made by or
on
behalf of pSivida.