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 August 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:
August 28, 2006
| pSivida Limited | ||
| |
|
|
| By: | /s/ Aaron Finlay | |
|
Aaron Finlay |
||
| Company Secretary | ||
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
Non-Exec
Director resigns from Board
|
|
|
EXHIBIT
99.2:
|
Final
Director’s Interest Notice
|
-2-
|
ASX/Media
RELEASE
|
28
August 2006
|
Non-Exec
Director resigns from Board
Boston,
MA. and Perth, Australia - Global bio-nanotech company pSivida Limited (ASX:PSD,
NASDAQ:PSDV, Xetra:PSI) has announced the resignation of Ms. Heather Zampatti
from the Board of Directors. Ms Zampatti was appointed a Non-executive Director
based in Perth in January 2006.
Ms.
Zampatti’s resignation follows the recent announcement that the Company is
seeking to appoint a new CEO based in the United States as the Company continues
to shift its operations to Boston. Presently, only Investor Relations and
limited Finance activities are located in Australia with all other Senior
Management positions now based at the Company’s operations in Boston and Malvern
in the United Kingdom.
“We
thank
Heather for the valuable contribution she has made to the Board and wish her
well in all her future endeavours,” said Dr. Roger Brimblecombe, pSivida CEO and
Executive Chairman based in Malvern.
-ENDS-
Released
by:
|
pSivida
Limited
Brian
Leedman
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™ is FDA approved for the
treatment of uveitis. Vitrasert® is FDA approved for the treatment of
AIDS-related CMV Retinitis. Bausch & Lomb own the trademarks Vitrasert® and
Retisert™. pSivida has licensed the technologies underlying both of these
products to Bausch & Lomb. The technology underlying Medidur™, a treatment
for diabetic macular edema, is licensed to Alimera Sciences and is in Phase
III
clinical trials.
pSivida
owns the rights to develop and commercialise a modified form of silicon
(porosified or nano-structured silicon) known as BioSilicon™, which has
applications in drug delivery, wound healing, orthopaedics, and tissue
engineering. pSivida’s subsidiary, AION Diagnostics Limited is developing
diagnostic products and the subsidiary pSiNutria is developing food technology
products both using BioSilicon™.
pSivida’s
intellectual property portfolio consists of 70 patent families, 74 granted
patents and over 290 patent applications.
pSivida
conducts its operations from offices and facilities near Boston in the United
States, Malvern in the United Kingdom, Perth in Australia and Singapore.
pSivida
is listed on NASDAQ (PSDV),
the
Australian Stock Exchange (PSD)
and on
the Frankfurt Stock Exchange on the XETRA system (German Symbol:
PSI. Securities Code (WKN) 358705).
pSivida is a founding member of the NASDAQ Health Care Index and the Merrill
Lynch Nanotechnology Index.
The
Company's largest shareholder and a strategic partner is QinetiQ, a leading
international defence, security and Technology Company, formed in 2001 from
the
UK Government's Defence Evaluation & Research Agency (DERA). QinetiQ (QQ.)
was instrumental in discovering BioSiliconTM
and
pSivida’s strong relationship with QinetiQ includes access to its cutting edge
research and development facilities.
This
document contains forward-looking statements that involve risks and
uncertainties. The statements reference potential products, applications and
regulatory approvals. 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 failure of the company to successfully close a new issue of
convertible notes; the failure of the Company to obtain the requisite
shareholder approval to issue the new convertible notes; failure to obtain
shareholder approval for the issue of shares underlying the ADS conversion
and
the warrant issues under the new convertible notes; our inability to raise
additional funds at favourable terms or any terms; our inability to repay the
amended notes and new convertible notes; issues relating to share registration
in the U.S. that may delay our registration; our inability to develop proposed
products, including without limitation, in the drug delivery, wound healing,
orthopaedics, and tissue engineering, diagnostics and food technology fields;
failure of our evaluation agreements to result in license agreements; failure
to
develop applications for BioSilicon™ due to regulatory, scientific or other
issues; failure to complete negotiations for new centers for the BrachySil™
phase IIb clinical trial for inoperable primary liver cancer; failure of
our discussions with the FDA for BrachySil™ to continue or to lead to FDA
approval; failure of the BrachySil™ phase IIb clinical trial for inoperable
primary liver cancer to determine the optimal dose, provide key safety data
or
support future pivotal efficacy trials or product registration or approval;
failure of the BrachySil™ primary liver programme that is in phase IIb
clinical trials to provide a valuable platform for the development and
commercialisation of BrachySil™ for pancreatic cancer and other indications;
failure to commence phase IIa BrachySilTM trials for the treatment of
pancreatic cancer; failure of the findings of the pancreatic cancer
phase IIa trial to provide a platform for further multicentre efficacy and
safety trials; failure of there to be optimisation and standardisation
between our two pancreatic cancer study centres; failure of the
results of the Retisert™ for DME trial to be a good indicator of the results of
pSivida’s ongoing phase III Medidur™ for DME trial; failure of the Medidur™
trials in DME to show a very similar improvement in visual acuity and diabetic
retinopathy severity score as Retisert™ for DME; failure of Medidur™ to release
fluocinolone acetonide at the same rate as Retisert™; our inability to recruit
patients for the phase III Medidur™ for DME trial. 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.
Appendix
3Z
Final
Director’s Interest Notice
Rule
3.19A.3
Appendix
3Z
Final
Director’s Interest Notice
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
30/9/2001.
|
Name
of entity
|
pSivida
Limited
|
|
ABN
|
78
009 232 026
|
We
(the
entity) give ASX the following information under listing rule 3.19A.3 and as
agent for the director for the purposes of section 205G of the Corporations
Act.
|
Name
of director
|
Ms
Heather Zampatti
|
|
Date
of last notice
|
13
June 2006
|
|
Date
that director ceased to be director
|
28
August 2006
|
Part
1 - Director’s relevant interests in securities of which the director is the
registered holder
In
the
case of a trust, this includes interests in the trust made available by the
responsible entity of the trust
|
Number
& class of securities
170,179 Ordinary
Fully Paid Shares
|
Part
2 - Director’s relevant interests in securities of which the director is not the
registered holder
In
the
case of a trust, this includes interests in the trust made available by the
responsible entity of the trust
+ See chapter 19 for defined terms.
|
30/9/2001
|
Appendix
3Z Page 1
|
Appendix
3Z
Final
Director’s Interest Notice
Part
3 - Director’s interests in contracts
|
Detail
of contract
|
|
|
Nature
of interest
|
|
|
Name
of registered holder
(if
issued securities)
|
|
|
No.
and class of securities to which interest relates
|
+ See chapter 19 for defined terms.
|
Appendix
3Z Page 2
|
30/9/2001
|