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 July 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
documents attached as Exhibit 99.1 and Exhibit 99.2 to this Report on Form
6-K
are 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.
| PSIVIDA LIMITED | ||
| |
|
|
| Date: July 6, 2007 | By: | /s/ Michael J. Soja |
|
Michael J. Soja |
||
| Vice President, Finance and Chief Financial Officer | ||
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
pSivida
Limited (pSivida) - Cleansing Statement: Notice Under Section 708A
of the
Corporations Act 2001 (Cth) (Act)
|
|
|
EXHIBIT
99.2
|
Appendix
3B: New issue announcement, application for quotation of additional
securities and agreement
|
6
July
2007
The
Company Announcements Office
Australian
Stock Exchange Limited
Exchange
Centre, 20 Bridge Street
SYDNEY
NSW 2000
Dear
Sir/Madam
pSivida
Limited (pSivida) - Notice Under Section 708A of the Corporations Act 2001
(Cth)
(Act)
As
previously announced to the Australian Stock Exchange Limited (ASX),
pSivida has issued 92,020,000 fully paid ordinary shares (Shares),
issued
as 9,202,000 American Depositary Shares by
way of
private placement, issued on 5 July 2007.
The
Shares have been issued without disclosure under Part 6D.2 of the Act, and
pSivida gives this notice under section 708A(5)(e) of the Act.
pSivida
confirms in relation to the issue of the Shares that, as at the date of this
notice:
| (a) |
pSivida
has complied with the provisions of Chapter 2M of the Act as they
apply to
pSivida;
|
| (b) |
pSivida
has complied with section 674 of the Act;
and
|
| (c) |
there
is no excluded information within the meaning of sections 708A(7)
and
708A(8) of the Act.
|
Yours
faithfully
Aaron
Finlay
Company
Secretary
 |
pSivida
Limited
Level
12 BGC Centre, 28 The Esplanade, Perth
WA 6000 Australia
T
+61
8 9226 5099 F
+61
8 9226 5499
E
pSivida@pSivida.com W
www.pSivida.com
ABN
78 009 232 026
|
 |
Rule
2.7, 3.10.3, 3.10.4, 3.10.5
Appendix
3B
New
issue announcement,
application
for quotation of additional securities
and
agreement
Information
or documents not available now must be given to ASX as soon as available.
Information and documents given to ASX become ASX’s property and may be made
public.
Introduced
1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001,
11/3/2002, 1/1/2003.
|
Name
of entity
|
|
PSIVIDA
LIMITED
|
|
ABN
|
|
78
009 232 026
|
We
(the
entity) give ASX the following information.
Part
1 - All issues
You
must complete the relevant sections (attach sheets if there is not enough
space).
|
1
|
+Class
of +securities
issued or to be issued
|
1.
Ordinary
fully paid shares to be issued in the form of American Depositary
Shares
2.
Unquoted
options to be issued as warrants over American Depositary Shares
(“Warrants”)
|
|
2
|
Number
of +securities
issued or to be issued (if known) or maximum number which may be
issued
|
1.92,020,000
2.38,648,400
|
|
3
|
Principal
terms of the +securities
(eg, if options, exercise price and expiry date; if partly paid
+securities,
the amount outstanding and due dates for payment; if +convertible
securities, the conversion price and dates for conversion)
|
1.Ordinary
fully paid shares
2.Unquoted
Warrants constitute transferable options to acquire ADSs at any
time on or
before 5 July 2012, exercisable at US$1.65 each (representing US$0.165
per
Share)
|
+
See
chapter 19 for defined terms.
| 1/1/2003 |
Appendix
3B Page
1
|
|
4
|
Do
the +securities rank equally in all respects from the date of allotment
with an existing +class of quoted +securities?
If
the additional securities do not rank equally, please state:
·
the
date from which they do
·
the
extent to which they participate for the next dividend, (in the
case of a
trust, distribution) or interest payment
·
the
extent to which they do not rank equally, other than in relation
to the
next dividend, distribution or interest payment
|
1.
Yes
2. All
fully paid shares issued on the exercise of the options will rank
equally
in all respects with the Company’s then issued fully paid ordinary
shares
|
|||
|
5
|
Issue
price or consideration
|
1. US$0.125
(US$1.25 per ADS)
2.
Nil
|
|||
|
6
|
Purpose
of the issue
(If
issued as consideration for the acquisition of assets, clearly
identify
those assets)
|
1
& 2 To
further progress research and development and to augment working
capital
requirements
|
|||
|
7
|
Dates
of entering +securities
into uncertificated holdings or despatch of certificates
|
1
& 2 5
July 2007
|
|||
|
Number
|
+Class
|
||||
|
8
|
Number
and +class
of all +securities
quoted on ASX (including
the securities in clause 2 if applicable)
|
658,959,630
|
Ordinary
Fully Paid Shares
|
||
|
Number
|
+Class
|
||
|
9
|
Number
and +class
of all +securities
not quoted on ASX (including
the securities in clause 2 if applicable)
|
4,375,000
|
Options
expiring 31 December 2007 exercisable at $0.61 each
(ESOP)
|
|
2,050,000
|
Options
expiring 5 August 2008 exercisable at $1.09 each
|
||
|
8,219,004
|
Options
expiring 5 August 2009 exercisable at $1.18 each (ESOP)
|
||
|
115,000
|
Options
expiring 31 December 2008 exercisable at $0.80 each
|
||
|
200,000
|
Options
expiring 22 April 2010 exercisable at $1.02 each
|
||
|
2,364,500
|
Options
expiring 31 March 2010 exercisable at $0.80 each (ESOP)
|
||
|
1,330,000
|
Options
expiring 9 September 2008 exercisable at US$1.25 each, over ordinary
fully
paid shares (represented by 133,000 warrants over ADSs, exercisable
at
US$12.50 per ADS) subject to voluntary escrow ending on the effectiveness
of a registration statement or prospectus
|
||
|
2,250,000
|
Options
expiring 30 September 2010 exercisable at $0.92 each
(ESOP)
|
||
|
6,338,030
|
Options
expiring 15 November 2011 exercisable at US$0.72 each, over ordinary
fully
paid shares (represented by 633,803 warrants over ADSs, exercisable
at
US$7.20 per ADS)
|
||
|
704,560
|
Options
expiring 18 September 2007, exercisable at US$0.1774 each, over ordinary
fully paid shares (represented by 70,456 options over ADSs, exercisable
at
US$1.774 per ADS)
|
||
|
70,460
|
Options
expiring 31 October 2007, exercisable at US$2.989 each, over ordinary
fully paid shares (represented by 7,046 options over ADSs, exercisable
at
US$29.89 per ADS)
|
||
|
58,140
|
Options
expiring 15 April 2008, exercisable at US$2.989 each, over ordinary
fully
paid shares (represented by 5,814 options over ADSs, exercisable
at
US$29.89 per ADS)
|
||
|
352,280
|
Options
expiring 25 August 2009, exercisable at US$0.2271 each, over ordinary
fully paid shares (represented by 35,228 options over ADSs, exercisable
at
US$2.271 per ADS)
|
||
|
352,280
|
Options
expiring 12 November 2009, exercisable at US$0.3406 each, over ordinary
fully paid shares (represented by 35,228 options over ADSs, exercisable
at
US$3.406 per ADS)
|
||
|
57,000,000
|
Options
expiring 14 September 2011 exercisable at US$0.18 each, over ordinary
fully paid shares (represented by 5,700,000 warrants over ADSs,
exercisable at US$1.80 per ADS)
|
||
|
29,250,010
|
Options
expiring 26 September 2011 exercisable at US$0.20 each, over ordinary
fully paid shares (represented by 2,925,000 warrants over ADSs,
exercisable at US$2.00 per ADS)
|
+
See
chapter 19 for defined terms.
| 1/1/2003 |
Appendix
3B Page
3
|
|
5,000,000
|
Options
expiring 26 September 2011 exercisable at US$0.20 each, over ordinary
fully paid shares (represented by 500,000 warrants over ADSs, exercisable
at US$2.00 per ADS)
|
||
|
1,150,000
|
Options
expiring 30 September 2011 exercisable at $0.325 each, over ordinary
fully
paid shares.
|
||
|
15,000,000
|
Options
expiring 29 December 2011 exercisable at US$0.20 each, over ordinary
fully
paid shares (represented by 1,500,000 warrants over ADSs, exercisable
at
US$2.00 per ADS)
|
||
|
28,661,537
|
Options
expiring 31 December 2010 exercisable at $0.26 each, over ordinary
fully
paid shares.
|
||
|
100,088,264
|
Options
expiring 22 February 2011 exercisable at $0.23 each, over ordinary
fully
paid shares.
|
||
|
20,448,353
|
Options
expiring 5 April 2011 exercisable at $0.2695 each, over ordinary
fully
paid shares
|
||
|
40,000,000
|
Options
expiring 15 May 2012 exercisable at US$0.20 each, over ordinary fully
paid
shares (represented by 4,000,000 warrants over ADSs, exercisable
at
US$2.00 per ADS)
|
||
|
40,000,000
|
Options
expiring 15 May 2012 exercisable at US$0.157 each, over ordinary
fully
paid shares (represented by 4,000,000 warrants over ADSs, exercisable
at
US$1.57 per ADS)
|
||
|
10,000,000
|
Options
expiring 15 May 2012 exercisable at US$0.195 each, over ordinary
fully
paid shares (represented by 1,000,000 warrants over ADSs, exercisable
at
US$1.95 per ADS)
|
||
|
23,413,470
|
Options
expiring 15 May 2012 exercisable at US$0.121 each, over ordinary
fully
paid shares (represented by 2,341,347 warrants over ADSs, exercisable
at
US$1.21 per ADS)
|
||
|
38,648,400
|
Options
expiring 5 July 2012 exercisable at US$0.125 each, over ordinary
fully
paid shares (represented by 3,968,840 warrants over ADSs, exercisable
at
US$1.25 per ADS)
|
||
|
|
|||
|
10
|
Dividend
policy (in the case of a trust, distribution policy) on the increased
capital (interests)
|
N/A
|
|
Part
2 - Bonus issue or pro rata issue
|
11
|
Is
security holder approval required?
|
N/A
|
|
|
||
|
12
|
Is
the issue renounceable or non-renounceable?
|
N/A
|
|
|
||
|
13
|
Ratio
in which the +securities
will be offered
|
N/A
|
|
|
||
|
14
|
+Class
of +securities
to which the offer relates
|
N/A
|
|
|
||
|
15
|
+Record
date to determine entitlements
|
N/A
|
|
|
||
|
16
|
Will
holdings on different registers (or subregisters) be aggregated for
calculating entitlements?
|
N/A
|
|
17
|
Policy
for deciding entitlements in relation to fractions
|
N/A
|
|
18
|
Names
of countries in which the entity has +security
holders who will not be sent new issue documents
Note:
Security holders must be told how their entitlements are to be dealt
with.
Cross
reference: rule 7.7.
|
N/A
|
|
|
||
|
19
|
Closing
date for receipt of acceptances or renunciations
|
N/A
|
|
|
||
|
20
|
Names
of any underwriters
|
N/A
|
|
|
||
|
21
|
Amount
of any underwriting fee or commission
|
N/A
|
|
|
||
|
22
|
Names
of any brokers to the issue
|
N/A
|
|
|
||
|
23
|
Fee
or commission payable to the broker to the issue
|
N/A
|
|
|
||
|
24
|
Amount
of any handling fee payable to brokers who lodge acceptances or
renunciations on behalf of +security
holders
|
N/A
|
|
|
||
|
25
|
If
the issue is contingent on +security
holders’ approval, the date of the meeting
|
N/A
|
|
26
|
Date
entitlement and acceptance form and prospectus or Product Disclosure
Statement will be sent to persons entitled
|
N/A
|
+
See
chapter 19 for defined terms.
| 1/1/2003 |
Appendix
3B Page
5
|
|
27
|
If
the entity has issued options, and the terms entitle option holders
to
participate on exercise, the date on which notices will be sent to
option
holders
|
N/A
|
|
28
|
Date
rights trading will begin (if applicable)
|
N/A
|
|
29
|
Date
rights trading will end (if applicable)
|
N/A
|
|
30
|
How
do +security
holders sell their entitlements in
full
through a broker?
|
N/A
|
|
31
|
How
do +security
holders sell part
of
their entitlements through a broker and accept for the
balance?
|
N/A
|
|
32
|
How
do +security
holders dispose of their entitlements (except by sale through a
broker)?
|
N/A
|
|
33
|
+Despatch
date
|
N/A
|
Part
3 - Quotation of securities
You
need only complete this section if you are applying for quotation of
securities
|
34
|
Type
of securities
(tick
one)
|
|
|
(a)
|
o |
Securities
described in Part 1
|
|
(b)
|
o |
All
other securities
Example:
restricted securities at the end of the escrowed period, partly paid
securities that become fully paid, employee incentive share securities
when restriction ends, securities issued on expiry or conversion
of
convertible securities
|
Entities
that have ticked box 34(a)
Additional
securities forming a new class of securities
|
Tick
to indicate you are providing the information or
documents
|
|
35
|
o |
If
the +securities
are +equity
securities, the names of the 20 largest holders of the additional
+securities,
and the number and percentage of additional +securities
held by those holders
|
|
36
|
o |
If
the +securities
are +equity
securities, a distribution schedule of the additional +securities
setting out the number of holders in the categories
1
-
1,000
1,001
- 5,000
5,001
- 10,000
10,001
- 100,000
100,001
and over
|
|
37
|
o |
A
copy of any trust deed for the additional +securities
|
Entities
that have ticked box 34(b)
|
38
|
Number
of securities for which +quotation
is sought
|
N/A
|
||
|
39
|
Class
of +securities
for which quotation is sought
|
N/A
|
||
|
40
|
Do
the +securities
rank equally in all respects from the date of allotment with an existing
+class
of quoted +securities?
If
the additional securities do not rank equally, please state:
· the
date from which they do
· the
extent to which they participate for the next dividend, (in the case
of a
trust, distribution) or interest payment
· the
extent to which they do not rank equally, other than in relation
to the
next dividend, distribution or interest payment
|
N/A
|
||
|
41
|
Reason
for request for quotation now
Example:
In the case of restricted securities, end of restriction
period
(if
issued upon conversion of another security, clearly identify that
other
security)
|
N/A
|
||
|
Number
|
+Class
|
|||
|
42
|
Number
and +class
of all +securities
quoted on ASX (including
the securities in clause 38)
|
|||
+
See
chapter 19 for defined terms.
| 1/1/2003 |
Appendix
3B Page
7
|
Quotation
agreement
| 1 |
+Quotation
of our additional +securities
is in ASX’s absolute discretion. ASX may quote the +securities
on any conditions it decides.
|
| 2 |
We
warrant the following to ASX.
|
|
·
|
The
issue of the +securities
to be quoted complies with the law and is not for an illegal
purpose.
|
|
·
|
There
is no reason why those +securities
should not be granted +quotation.
|
|
·
|
An
offer of the +securities
for sale within 12 months after their issue will not require disclosure
under section 707(3) or section 1012C(6)
of
the Corporations Act.
|
Note:
An
entity may need to obtain appropriate warranties from subscribers for the
securities in order to be able to give this warranty
|
·
|
Section
724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any +securities
to be quoted and that no-one has any right to return any +securities
to be quoted under sections 737, 738 or 1016F of the Corporations
Act at
the time that we request that the +securities
be quoted.
|
|
·
|
We
warrant that if confirmation is required under section 1017F of the
Corporations Act in relation to the +securities
to be quoted, it has been provided
at
the time that we request that the +securities
be quoted.
|
|
·
|
If
we are a trust, we warrant that no person has the right to return
the
+securities
to be quoted under section 1019B of the Corporations Act
at
the time that we request that the +securities
be quoted.
|
| 3 |
We
will indemnify ASX to the fullest extent permitted by law in respect
of
any claim, action or expense arising from or connected with any breach
of
the warranties in this agreement.
|
| 4 |
We
give ASX the information and documents required by this form. If
any
information or document not available now, will give it to ASX before
+quotation
of the +securities
begins. We acknowledge that ASX is relying on the information and
documents. We warrant that they are (will be) true and
complete.
|
|
Sign
here:
|
.................................................
|
Date:
6 July 2007
|
|
(Company
secretary)
|
||
|
Print
name:
|
Aaron
Finlay
|
== == == == ==