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
document attached as Exhibit 99.1 to this Report on Form 6-K is 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.
| Date: July 31, 2007 | ||
| PSIVIDA LIMITED | ||
| |
|
|
| By: | /s/ Michael J. Soja | |
|
Michael J. Soja |
||
| Vice President, Finance and Chief Financial Officer | ||
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
Appendix
4C - Quarterly report for entities admitted on the basis of
commitments
|
Appendix
4C
Quarterly
report for entities
admitted
on the basis of commitments
Rule
4.7B
Appendix
4C
Quarterly
report
for
entities admitted
on
the basis of commitments
Introduced
31/3/2000. Amended 30/9/2001, 24/10/2005
|
Name
of entity
|
|
pSivida
Limited
|
|
ABN
|
Quarter
ended (“current quarter”)
|
|
78
009 232 026
|
30
June 2007
|
Consolidated
statement of cash flows
|
Cash
flows related to operating activities
|
Current
quarter
$A’000
|
Year
to date
(12
months)
$A’000
|
|
|
1.1
|
Receipts
from customers
|
29
|
1,843
|
|
1.2
|
Payments
for (a)
staff costs
(b)
advertising and marketing
(c)
research and development
(d)
leased assets
(e)
other working capital
|
(729)
-
(1,927)
-
(2,342)
|
(4,705)
-
(11,123)
-
(11,404)
|
|
1.3
|
Dividends
received
|
-
|
-
|
|
1.4
|
Interest
and other items of a similar nature received
|
131
|
314
|
|
1.5
|
Interest
and other costs of finance paid
|
(468)
|
(1,182)
|
|
1.6
|
Income
taxes paid
|
-
|
-
|
|
1.7
|
Other
|
-
|
5
|
|
Net
operating cash flows
|
(5,306)
|
(26,252)
|
|
| + See chapter 19 for defined terms. | |
| 24/10/2005 |
Appendix
4C
Page 1
|
Appendix
4C
Quarterly
report for entities
admitted
on the basis of commitments
|
Current
quarter
$A’000
|
Year
to date
(12
months)
$A’000
|
||
|
1.8
|
Net
operating cash flows (carried forward)
|
-
|
-
|
|
Cash
flows related to investing activities
|
|||
|
1.9
|
Payment
for acquisition of:
(a)
businesses (item 5)
(b)
equity investments
(c)
intellectual property
(d)
physical non-current assets
(e)
other non-current assets
|
-
-
-
(3)
-
|
-
-
-
(99)
-
|
|
1.10
|
Proceeds
from disposal of:
(a)
businesses (item 5)
(b)
equity investments
(c)
intellectual property
(d)
physical non-current assets
(e)
other non-current assets
|
1,912
-
-
-
-
|
1,912
-
-
-
-
|
|
1.11
|
Loans
to other entities
|
-
|
-
|
|
1.12
|
Loans
repaid by other entities
|
-
|
-
|
|
1.13
|
Other
|
-
|
-
|
|
Net
investing cash flows
|
1,909
|
1,813
|
|
|
1.14
|
Total
operating and investing cash flows
|
(3,397)
|
(24,439)
|
|
Cash
flows related to financing activities
|
|||
|
1.15
|
Proceeds
from issues of shares, options, etc.
|
17,746
|
33,071
|
|
1.16
|
Proceeds
from sale of forfeited shares
|
-
|
-
|
|
1.17
|
Proceeds
from borrowings
|
-
|
8,586
|
|
1.18
|
Repayment
of borrowings
|
(16,065)
|
(19,367)
|
|
1.19
|
Dividends
paid
|
-
|
-
|
|
1.20
|
Other -
other financing costs
-
share issue costs
|
(1,522)
(976)
|
(7,693)
(1,859)
|
|
Net
financing cash flows
|
(817)
|
12,738
|
|
|
Net
increase (decrease) in cash held
|
(4,214)
|
(11,701)
|
|
|
1.21
|
Cash
at beginning of quarter/year to date
|
7,397
|
15,447
|
|
1.22
|
Exchange
rate adjustments to item 1.20
|
(37)
|
(600)
|
|
1.23
|
Cash
at end of quarter
|
3,146
|
3,146
|
| + See chapter 19 for defined terms. | |
| 24/10/2005 |
Appendix
4C
Page 2
|
Appendix
4C
Quarterly
report for entities
admitted
on the basis of commitments
Payments
to directors of the entity and associates of the directors
Payments
to related entities of the entity and associates of the related
entities
|
Current
quarter
$A'000
|
||
|
1.24
|
Aggregate
amount of payments to the parties included in item 1.2
|
186
|
|
1.25
|
Aggregate
amount of loans to the parties included in item 1.11
|
-
|
|
1.26
|
Explanation
necessary for an understanding of the transactions
|
|
|
1.1 1.2(a) Staff
costs include consultants and directors’ fees paid by
pSivida.
1.2(c) Research
and development costs include all expenditure incurred by pSiMedica
and
pSiOncology along with research and development costs incurred by
pSivida
Inc.
|
||
Non-cash
financing and investing activities
|
2.1
|
Details
of financing and investing transactions which have had a material
effect
on consolidated assets and liabilities but did not involve cash
flows
|
|
N/A
|
|
2.2
|
Details
of outlays made by other entities to establish or increase their
share in
businesses in which the reporting entity has an
interest
|
|
N/A
|
Financing
facilities available
Add
notes as necessary for an understanding of the position. (See AASB 107 paragraph
50(a)).
|
Amount
available
$A’000
|
Amount
used
$A’000
|
||
|
3.1
|
Loan
facilities
|
-
|
-
|
|
3.2
|
Credit
standby arrangements
|
-
|
-
|
| + See chapter 19 for defined terms. | |
| 24/10/2005 |
Appendix
4C
Page 3
|
Appendix
4C
Quarterly
report for entities
admitted
on the basis of commitments
Reconciliation
of cash
|
Reconciliation
of cash at the end of the quarter (as shown in the consolidated statement
of cash flows) to the related items in the accounts is as
follows.
|
Current
quarter
$A’000
|
Previous
quarter
$A’000
|
|
|
4.1
|
Cash
on hand and at bank
|
1,460
|
4,597
|
|
4.2
|
Deposits
at call
|
1,686
|
2,800
|
|
4.3
|
Bank
overdraft
|
-
|
-
|
|
4.4
|
Other
(provide details)
|
-
|
-
|
|
Total:
cash at end of quarter (item
1.23)
|
3,146
|
7,397
|
|
Acquisitions
and disposals of business entities
|
Acquisitions
(Item
1.9(a))
$A’000
|
Disposals
(Item
1.10(a))
$A’000
|
||
|
5.1
|
Name
of entity
|
N/A
|
AION
Diagnostics, Inc.
|
|
5.2
|
Place
of incorporation or registration
|
U.S.
|
|
|
5.3
|
Consideration
for acquisition or disposal
|
4,266
|
|
|
5.4
|
Total
net assets
|
(578)
|
|
|
5.5
|
Nature
of business
|
Diagnostics
Application Development
|
|
| + See chapter 19 for defined terms. | |
| 24/10/2005 |
Appendix
4C
Page 4
|
Appendix
4C
Quarterly
report for entities
admitted
on the basis of commitments
Compliance
statement
|
1
|
This
statement has been prepared under accounting policies which comply
with
accounting standards as defined in the Corporations Act (except to
the
extent that information is not required because of note 2) or other
standards acceptable to ASX.
|
|
2
|
This
statement does give a true and fair view of the matters
disclosed.
|
Sign
here: ............................................................ Date:
31
July 2007
(Company
secretary)
Print
name: Aaron
Finlay
Notes
| 1. |
The
quarterly report provides a basis for informing the market how
the
entity’s activities have been financed for the past quarter and the effect
on its cash position. An entity wanting to disclose additional
information
is encouraged to do so, in a note or notes attached to this
report.
|
| 2. |
The
definitions in, and provisions of, AASB
107: Cash Flow Statements
apply to this report except for the paragraphs of the Standard
set out
below.
|
· 20.1 -
reconciliation of cash flows arising from operating activities to operating
profit or loss
· 40(b),(d) -
itemised disclosures relating to acquisitions and disposals
· 46 -
policy
for classification of cash items
· 48 -
disclosure of restrictions on use of cash
| 3. |
Accounting
Standards. ASX
will accept, for example, the use of International Accounting Standards
for foreign entities. If the standards used do not address a topic,
the
Australian standard on that topic (if any) must be complied
with.
|
| + See chapter 19 for defined terms. | |
| 24/10/2005 |
Appendix
4C
Page 5
|