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 November 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
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; and (iii) the Registrant's
Registration Statement on Form F-3, Registration
No. 333-135428.
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:
November
16, 2006
| PSIVIDA LIMITED | ||
| |
|
|
| By: | /s/ Michael J. Soja | |
|
Michael J. Soja |
||
|
Vice
President, Finance and Chief Financial
Officer
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||
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
Notice
re: Temporary Restrictions Instituted on Withdrawal of Ordinary Shares
from pSivida Limited’s American Depositary Receipts
Program
|
|
EXHIBIT
99.2:
|
Instructions
Letter, dated November 16,
2006
|
EXHIBIT
99.1
November
16, 2006
A
temporary restriction has been instituted on withdrawals of ordinary shares
from
pSivida Limited’s American Depositary Receipts program administered by Citibank,
N.A. Until the Company completes a prospectus filing in Australia, withdrawals
of ordinary shares will not be permitted in respect of American Depositary
Shares (ADSs) purchased on or after November 20, 2006.
Until
further notice, all requests to Citibank, N.A. for the withdrawal of ordinary
shares from the deposit facility must be accompanied by a withdrawal
certification in the form appended below.
The
restrictions will terminate upon the earlier of the Company’s completion of the
prospectus filing or December 30, 2006.
Questions
can be directed to Brian Leedman, Investor Relations, pSivida Limited,
Tel: +61 (8) 9226 5099;
email: brianl@psivida.com.
APPENDIX
WITHDRAWAL
CERTIFICATION
_____________,
2006
pSivida
Limited
Level
12
BGC Centre
28
The
Esplanade
Perth,
WA
6000
Australia
By
Hand
Citibank,
N.A.
111
Wall
Street, 15th
Floor /
Zone 8
New
York,
New York 10043
Attn.:
Margie
Beckman
By
Mail
Citibank,
N.A.
111
Wall
Street, 15th
Floor,
Zone 8
New
York,
New York 10043
Zip
Code
for Registered and Regular Mail: 10043
Zip
Code
for Overnight Mail: 10005
Attn:
Margie
Beckman
Re:
pSivida
Limited ADSs
Dear
Sirs:
Reference
is hereby made to (i) the Deposit Agreement, dated as January 24, 2005 (the
“Deposit
Agreement”),
by
and among pSivida Limited (the “Company”),
Citibank, N.A., as Depositary (the “Depositary”),
and
all Holders and Beneficial Owners of American Depositary Shares (the
“ADSs”)
evidenced by American Depositary Receipts (the “ADRs”)
issued
thereunder. Capitalized terms used but not defined herein shall have the
meanings given to them in the Deposit Agreement.
This
Withdrawal Certification is being furnished in connection with the withdrawal
of
Shares upon surrender of the ADSs to the Depositary.
A. We
certify that we are the Beneficial Owner(s) of the ADSs presented herewith
for
cancellation and we acquired the ADSs prior to November 20, 2006;
and
B. We
acknowledge that the Company and the Depositary will rely upon the truth and
accuracy of the foregoing certification.
Very
truly yours,
[INSERT
NAME OF SURRENDERING HOLDER]
____________________________________
____________________________________
Name:
Title:
Date:
EXHIBIT
99.2
pSivida
Limited
Level
12
BGC Centre
28
The
Esplanade
Perth,
WA
6000
Australia
November
16, 2006
Citibank,
N.A. - ADR Department
388
Greenwich Street, 14th
Floor
New
York,
New York 10013
Re:
pSivida
Limited ADSs
Ladies
and Gentlemen:
Reference
is made to (i) the Deposit Agreement, dated as of January 24, 2005 (the
“Deposit
Agreement”),
by
and among pSivida Limited, a company organized under the laws of the
Commonwealth of Australia (the “Company”),
Citibank, N.A., as Depositary (the “Depositary”),
and
all Holders and Beneficial Owners of American Depositary Shares (“ADSs”)
evidenced by American Depositary Receipts (“ADRs”)
issued
thereunder, and (ii) the Letter Agreement, dated as of December 30, 2005 (the
“CDS
Letter Agreement”),
by
and between the Company and the Depositary, in respect of the issuance of
Restricted American Depositary Shares (“Restricted
ADSs”)
in
connection with the acquisition by the Company of Control Delivery Systems,
Inc.
(the “CDS
Acquisition”).
All
capitalized terms used, but not otherwise defined, herein shall have the meaning
given to such terms in the CDS Letter Agreement or, if not defined in the CDS
Letter Agreement, the Deposit Agreement.
The
Depositary has received evidence from the Company’s U.S. counsel that the Resale
Registration Statement has been declared effective by the Commission. The
Company understands that a number of Beneficial Owners of Restricted ADSs have
converted or intend to exchange the Restricted ADSs issued as part of the CDS
Acquisition into ADSs in connection with resale transactions covered by the
Resale Registration Statement.
The
Company is in the process of obtaining the requisite approvals in Australia
to
make the Shares represented by the Restricted ADSs issued in the CDS Acquisition
freely transferable under Australian law.
The
Company hereby instructs the Depositary to require all persons presenting ADSs
to the Depositary for cancellation and withdrawal of the corresponding Shares
to
deliver a withdrawal certification in the form attached hereto as Exhibit
A
(the
“Withdrawal
Certification(s)”)
and to
require the delivery of Withdrawal Certifications in connection with all
cancellations of ADSs for the purpose of withdrawing Shares until such time
as
the Company has confirmed to the Depositary in writing that (i) the applicable
approvals have been obtained in Australia to make the Shares represented by
Restricted ADSs issued in the CDS Acquisition freely transferable, or (ii)
the
statutory period has expired and the Shares represented by the Restricted ADSs
issued in the CDS Acquisition are, as a result, freely transferable under
Australian law.
|
PSIVIDA
LIMITED
|
||
|
By:
|
/s/Michael
J.
Soja
|
|
|
|
Name:
|
Michael J. Soja |
|
|
Title:
|
Vice
President Finance and
Chief
Financial
Officer
|
EXHIBIT
LIST
|
A.
|
Form
of Withdrawal Certification (Included
elsewhere on the Form 6-K to which this letter agreement is an
Exhibit.)
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