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
5, 2007
| PSIVIDA LIMITED | ||
| |
|
|
| By: | /s/ Michael J. Soja | |
|
Michael J. Soja |
||
| Vice President, Finance and Chief Financial Officer | ||
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
Press
Release: pSivida Provides Further Information on US$9 million
Placement
|
| Media RELEASE |
5
April
2007
|
pSivida
Provides Further Information on US$9 million
Placement
Boston,
MA. and Perth, Australia - pSivida Limited (NASDAQ:PSDV, ASX:PSD, Xetra:PSI),
today provided further clarification with respect to its recently announced
US$9
million private placement of ordinary shares.
|
·
|
The
US$9 million placement to private investors is being raised in part
to
provide the Company with sufficient funds to redeem the Sandell
Convertible Note. The US$9 million issue of approximately 41 million
Australian exchange traded ordinary shares (ASX) priced at A$0.27
is
equivalent to an issue of approximately 4.1 million NASDAQ-traded
American
Depository Shares (NASDAQ) priced at approximately US$2.20 (one NASDAQ
share is equal to 10 ASX ordinary
shares).
|
|
·
|
The
US$5 million equity investment in ASX traded ordinary shares by Pfizer
has
also been raised to provide the Company with sufficient funds to
redeem
the Sandell Convertible Note on June 4, 2007.
|
|
·
|
The
Company expects to have sufficient funds to redeem the Sandell Convertible
Note on June 4, 2007, although all or part of the Sandell Convertible
Note
may be converted into pSivida equity prior to the redemption date.
|
|
·
|
Pfizer
has agreed to invest an additional US$5 million in pSivida common
equity
in the future, subject to certain
conditions.
|
|
·
|
The
Company has ongoing evaluations of our innovative drug delivery
technologies in other parts of the body that could result in further
licensing deals.
|
The
Company plans to meet with analysts and others that follow our industry
throughout United States in late April to further describe its current business
and progress.
-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(R)
is FDA approved for the treatment of uveitis. Vitrasert(R)
is FDA approved for the treatment of AIDS-related CMV Retinitis. Bausch &
Lomb own the trademarks Vitrasert(R)
and Retisert(R).
pSivida has licensed the technologies underlying both of these products to
Bausch & Lomb. The technology underlying Medidur(TM)
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(TM), which has
applications in drug delivery, wound healing, orthopedics, and tissue
engineering. The most advanced BioSilicon(TM) product, BrachySil(TM) 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 of the milestones
in
the Pfizer agreement or may not successfully develop or commercialize the
products under development; the risk that Pfizer terminates the license
agreement; the risk that we will not be able to exploit our drug delivery
technologies outside of the eye; the risk that our evaluation agreements for
our
products may not produce favorable results and/or result in license agreements;
and the risk that we will be unable to repay all amounts outstanding under
our
convertible notes or other liabilities. 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.