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 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 16, 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: April 16, 2007 Cleansing Statement - Notice Under Section 708A of the Corporations Act 2001 (Cth) (Act)
 
 
 

 
 
 

 
16 April 2007

The Company Announcements Office
Australian Securities Exchange
Exchange Centre, 20 Bridge Street
SYDNEY NSW 2000

Dear Sir/Madam

pSivida Limited (pSivida) - Notice Under Section 708A of the Corporations Act 2001 (Cth) (Act)
 
As previously announced to the Australian Securities Exchange (ASX), following the conversion of certain unlisted convertible notes, pSivida has issued an aggregate of 1,234,570 fully paid ordinary shares (Shares), issued as 123,457 American Depositary Shares on 11 April 2007.
 
The Shares have been issued without disclosure under Part 6D.2 of the Act, and pSivida gives this notice under section 708A(5)(e) of the Act.

pSivida confirms in relation to the issue of the Shares that, as at the date of this notice:
 
(a)
pSivida has complied with the provisions of Chapter 2M of the Act as they apply to pSivida;
 
(b)
pSivida has complied with section 674 of the Act; and
 
(c)
there is no excluded information within the meaning of sections 708A(7) and 708A(8) of the Act.

Yours faithfully
Aaron Finlay
Company Secretary
 
 
pSivida Limited
Level 12 BGC Centre, 28 The Esplanade, Perth WA 6000 Australia
T +61 8 9226 5099 F +61 8 9226 5499
E pSivida@pSivida.com W www.pSivida.com
ABN 78 009 232 026