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 April 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; and (v) the Registrant's Registration Statement on
Form F-3, Registration No. 333-141091.
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:
April
4, 2007
| PSIVIDA LIMITED | ||
| |
|
|
| By: | /s/ Michael J. Soja | |
|
Michael J. Soja |
||
| Vice President, Finance and Chief Financial Officer | ||
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
ASX
Release: pSivida announces A$11 (US$9) million private placement
of
ordinary shares; Company to use proceeds to retire Convertible
Loan
|
| Media RELEASE |
4
April
2007
|
pSivida
announces A$11 (US$9) million private placement of ordinary
shares
Company
to use proceeds to retire Convertible Loan
Boston,
MA. and Perth, Australia (April 4, 2007) - pSivida Limited (NASDAQ:PSDV,
ASX:PSD, Xetra:PSI), is pleased to announce the private placement of 40,957,050
million fully paid ordinary shares issued at A$0.2695 each to raise
approximately A$11 million (US$9 million at current exchange rates) before
costs
to United States and European investors. Each two shares will be issued with
one
free attaching option at an exercise price of A$0.2695 and a term of four years.
The
issue
price was equal to the five day volume weighted average closing price of
pSivida’s ordinary shares on the ASX through
30th
March,
2007, which was the last trading day prior to the closing of the recently
announced exclusive worldwide Collaborative Research and License Agreement
with
Pfizer Inc. for
pSivida’s controlled drug delivery technologies including the
Medidur™
technology in ophthalmic applications.
Placements
to U.S. investors were made pursuant to Regulation D under the US Securities
Act
and placements to non-US investors were made pursuant to Regulation S under
that
Act. HPC Capital Management Corp., a South Eastern United States based
investment bank, acted as the sole placement agent.
“The
placement of these shares together with proceeds received under our new
agreements with Pfizer allows the Company to retire the Convertible Note debt
held by Castlerigg Master Investments Ltd (Sandell), which was announced
earlier, thus placing the Company on much better financial footing,” said Dr.
Paul Ashton, Managing Director, pSivida Limited.
-ENDS-
Released
by:
|
pSivida
Limited
Brian
Leedman
Director
of 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
Eva
Reuter
Accent
Marketing Limited
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™
for diabetic macular edema is licensed to Alimera Sciences and is in Phase
III
clinical trials.
pSivida
owns the rights to develop and commercialize a modified form of silicon
(porosified or nano-structured silicon) known as BioSilicon™, which has
applications in drug delivery, wound healing, orthopedics, and tissue
engineering. The most advanced BioSilicon™ product, BrachySil™ delivers a
therapeutic, P32 directly to solid tumors and is presently in Phase II clinical
trials for the treatment of liver and pancreatic cancers.
pSivida’s
intellectual property portfolio consists of 71 patent families, 99 granted
patents, including patents accepted for issuance, and over 300 patent
applications.
pSivida conducts its operations from facilities near Boston in the United
States, Malvern in the United Kingdom and Perth in Australia.
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.
This
release contains forward-looking statements that involve risks and
uncertainties, including the risk that we may not meet any milestones under
our
agreement with Pfizer or may not successfully commercialize our products under
development and the risk that we are unable to repay all amounts outstanding
under our convertible notes. 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 that
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.