SECURITIES
AND EXCHANGE COMMISSION
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 February 2006
Commission
File Number 000-51122
pSivida
Limited
(Translation
of registrant’s name into English)
Level
12
BGC Centre
28
The
Esplanade
Perth
WA
6000
(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 x 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
x
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ___.
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:
February 23, 2006
| pSivida Limited | ||
| |
|
|
| By: | /s/Aaron Finlay | |
|
Aaron Finlay |
||
| Chief Financial Officer and Company Secretary | ||
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
Note
Amendment Agreement, dated February 22, 2006, by and between pSivida
Limited and Castlerigg Master Investments
Ltd.
|
This
Note
Amendment Agreement (this “Agreement”) is made as of the 22nd day of February
2006 by and between pSivida Limited, a company organized under the laws of
Australia (the “Company”) and Castlerigg Master Investments Ltd., a company
organized under the laws of the British Virgin Islands (the
“Holder”).
WHEREAS,
the Company issued a Subordinated Convertible Note, dated November 16, 2005,
in
the principal amount of Fifteen Million U.S. Dollars (US$15,000,000) in favor
of
the Holder (the “Note”), and the Company and the Holder desire to modify the
Note as set forth herein.
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties hereto hereby agree as follows:
1. Section
7(f) of the Note is hereby amended in its entirety to read as
follows:
“(f)
Adjustment.
If on
the ten (10) month anniversary of the Subscription Date, the Subsequent
Conversion Price is less than the then applicable Conversion Price, then the
Conversion Price shall be reset to the Subsequent Conversion
Price.”
2. Section
29(qq) of the Note is hereby amended in its entirety to read as
follows:
“(qq)
“Subsequent Conversion Price” means 108% of the arithmetic average of the
Weighted Average Price of the ADRs for the ten (10) consecutive Trading Days
ending on the Trading Day immediately preceding the ten (10) month anniversary
of the Subscription Date. All such determinations to be appropriately adjusted
for any share split, share dividend, share combination or other similar
transaction during such period.”
3. Except
as
otherwise expressly modified hereby, the Note remains in full force and effect
on the date hereof.
4. This
Agreement may be executed in counterparts, each of which shall be identical
and
all of which, when taken together, shall constitute one and the same instrument.
This Agreement shall be governed by and interpreted in accordance with the
laws
of the State of New York, USA.
IN
WITNESS WHEREOF, this Agreement was duly executed as of the date first above
written.
| CASTLERIGG MASTER INVESTMENTS LTD. |
PSIVIDA
LIMITED
|
||
| By: /s/ Patrick T. Burke | By: /s/ Gavin Rezos | ||
|
Name: Patrick T. Burke |
Name: Gavin Rezos |
||
|
Title:
Senior Managing Director
|
Title:
Managing Director
|