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 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- ___.
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
27, 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: pSivida announces A$11.5m (US$9m)
placement
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Media
RELEASE
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19
February 2007
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pSivida
announces A $11.5m (US$9m) placement
Boston, MA. and Perth, Australia - pSivida Limited (ASX:PSD, NASDAQ:PSDV, Xetra:PSI) is pleased to announce the private placement, subject to shareholder approval, of 50 million fully paid ordinary shares issued at A$0.23 each to raise A$11.5m (US$9m at current exchange rates) before costs to Australian, European and United States investors. Each share will be issued with two free attaching options at an exercise price of A$0.23 and a term of four years. Placements to U.S. investors were made pursuant to Regulation D under the U.S. Securities Act and placements to non-U.S. investors were made pursuant to Regulation S under that Act. HPC Capital Management Corp., a New York based investment bank, acted as the sole placement agent.
The
capital raising was undertaken in replacement of the previously-announced Nordic
Biotech Fund interim financing described in the Notice of the Extraordinary
General Meeting.
“This
capital raising allows the Company to focus on the recently announced exclusive
licensing negotiations with a global pharmaceutical company and continue its
primary focus on near and medium term opportunities, particularly in the area
of
controlled slow release drug delivery technologies,” said Dr. Paul Ashton,
Managing Director of pSivida Limited.
At
the
Company’s General Meeting of Shareholders on February 20th,
2007,
the shareholders will consider a non-specific resolution that, if approved,
would allow the Company to issue the shares and options in this
placement.
The
securities offered will not be registered under the U.S. Securities Act of
1933,
as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
This release does not constitute an offer to sell or a solicitation to buy
any
securities.
This
release contains forward-looking statements that involve risks and uncertainties
including with respect to the closing of the placement on the terms described,
our ongoing negotiations with a global pharmaceutical company and our near
and
medium term opportunities in the area of controlled slow release drug delivery
technologies. 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 failure
of the company to successfully close the transaction due to the company’s
shareholders not approving the transaction, the company’s failure to meet the
closing conditions specified in the transaction documentation (including, the
occurrence of a material adverse change to the company’s assets, liabilities,
results of operations, condition (financial or otherwise), business, or
prospects, the Company’s failure to maintain its current listings on the NASDAQ
Stock Market and ASX, the investors’ failure to comply with any regulatory
requirements, 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; our inability to develop proposed products, including without limitation,
in the controlled slow release drug delivery field; failure of our negotiations
with the global pharmaceutical company to result in an agreement on favorable
terms or at all; and regulatory, scientific or other issues. 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.
-ENDS-
Released
by:
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pSivida
Limited
Brian
Leedman
Director
of Investor Relations
pSivida
Limited
Tel:
+ 61 8 9327 8905
brianl@psivida.com
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US
Public Relations
Beverly
Jedynak
President
Martin
E. Janis & Company, Inc
Tel:
+1 (312) 943 1100 ext. 12
bjedynak@janispr.com
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European
Public Relations
Accent
Marketing Limited
Eva
Reuter
Tel:
+49 (254) 393 0740
e.reuter@e-reuter-ir.com
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