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 October 2006
Commission
File Number 000-51122
pSivida
Limited
(Translation
of registrant’s name into English)
Level
12
BGC Centre
28
The
Esplanade
Perth
WA
6000
(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; and (iii) the Registrant's Registration Statement
on Form F‑3, Registration No. 333‑135428.
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:
October 13, 2006
| pSivida Limited | ||
| |
|
|
| By: | /s/ Aaron Finlay | |
|
Aaron Finlay
Company Secretary
|
||
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
Notice
of Annual General Meeting
|
-2-
PSIVIDA
LIMITED
ABN
78 009 232 026
NOTICE
OF ANNUAL GENERAL MEETING,
EXPLANATORY
MEMORANDUM
AND
PROXY FORM
Date
of Meeting:
Wednesday,
15 November 2006
Time
of Meeting:
10:00
am
Place
of Meeting:
Allendale
Square Conference Suite
Level
31,
Allendale Square
77
St
George’s Terrace
Perth,
Western Australia
Australia
NOTICE
OF ANNUAL GENERAL MEETING
Notice
is
hereby given that the Annual General Meeting of the shareholders of pSivida
Limited (pSivida or Company) will be held at the Allendale
Square Conference Suite, Level 31, Allendale Square, 77 St George’s Terrace,
Perth, Western Australia
on
Wednesday,
15 November 2006
at
10:00am
(Western
Standard Time).
In
accordance with Regulation 7.11.37 of the Corporations Act 2001, the directors
have determined that, for the purpose of voting at the meeting, members are
those persons who are the registered holders of Shares at 4:00pm (Western
Standard Time) on Monday, 13 November 2006.
BUSINESS
| 1. |
Annual
Accounts and Reports
|
To
receive and consider the annual financial report of the Company, the Directors’
Report and the Auditor’s Report for the financial year ended 30 June
2006.
| 2. |
Resolution
1 - Re-election of Dr Paul Ashton as
director
|
To
consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"To
re-elect Dr Paul Ashton as a director of the Company, who automatically retires
in accordance with rule 3.6 of the Company's constitution and, being eligible,
offers himself for re-election."
| 3. |
Resolution
2 - Re-election of Mr Stephen Lake as
director
|
To
consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"To
re-elect Mr Stephen Lake as a director of the Company, who automatically retires
in accordance with rule 3.6 of the Company's constitution and, being eligible,
offers himself for re-election."
| 4. |
Resolution
3 - Adoption of Remuneration
Report
|
To
consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
That,
pursuant to and in accordance with section 250R(2) of the Corporations Act
2001
(Cth), the Remuneration Report, as contained within the Directors’ Report for
the financial year ended 30 June 2006, be adopted.
| 5. |
Other
Business
|
To
consider any other business brought forward in accordance with the Company’s
constitution or the law.
By
order
of the Board
AARON
FINLAY
Company
Secretary
13
October 2006
2
NOTES
The
accompanying Explanatory Memorandum forms part of this Notice of Annual General
Meeting and should be read in conjunction with it. Terms defined in the
Explanatory Memorandum have the same meaning where used in this Notice of Annual
General Meeting.
EXPLANATORY
MEMORANDUM
| 1. |
Introduction
|
This
Explanatory Memorandum forms part of the Notice of Annual General Meeting of
pSivida Limited and has been prepared to provide the shareholders of pSivida
Limited (pSivida or Company) with information in connection with the Annual
General Meeting of the Company to be held at the Allendale Square Conference
Suite, Level 31, Allendale Square, 77 St George’s Terrace, Perth, Western
Australia at 10:00am (Western Standard Time) on 15 November 2006.
The
purpose of this Explanatory Memorandum is to provide shareholders with
information that the Board of directors of the Company (“Board”) believes to be
material to shareholders in deciding whether or not to approve the resolutions.
At the Annual General Meeting, shareholders will be asked to consider
resolutions approving:
| 1. |
re-election
of Dr Paul Ashton as
a director;
|
| 2. |
re-election
of Mr Stephen Lake as a director;
|
| 3. |
adoption
of the Remuneration Report for the year ended 30 June
2006.
|
Each
of
the resolutions is an ordinary resolution requiring it to be passed by a simple
majority of votes cast by shareholders entitled to vote on the resolution.
Further information regarding each of these resolutions is set out
below.
This
Explanatory Memorandum is an important document, and should be read in its
entirety by all shareholders.
| 2. |
Resolution
1 - Re-election of Dr Paul Ashton as
director
|
Resolution
1 seeks approval for the re-election of Dr Paul Ashton as a director of the
Company with effect from the end of the Annual General Meeting.
The
Board
appointed Dr Paul Ashton as a director of the Company on 30 December
2005.
Under
rule 3.6 of the Company's constitution, at each annual general meeting one
third
(or if that is not a whole number, the whole number nearest to one third) of
the
Company's directors (excluding Dr Brimblecombe, the acting CEO/Managing
Director) must retire from office and seek re-election.
Brief
biographical information in relation to Dr Paul Ashton is available in the
Company’s annual report for the year ending 30 June 2006.
The
Board
(excluding Dr Paul Ashton) recommends that shareholders vote in favour of
resolution 1.
3
| 3. |
Resolution
2 - Re-election of Mr Stephen Lake as
director
|
Resolution
2 seeks approval for the re-election of Mr Stephen Lake as a director of the
Company with effect from the end of the Annual General Meeting.
The
Board
appointed Mr Stephen Lake as a director of the Company on 5 March
2002.
Under
rule 3.6 of the Company's constitution, at each annual general meeting one
third
(or if that is not a whole number, the whole number nearest to one third) of
the
Company's directors (excluding Dr Brimblecombe, the acting CEO/Managing
Director) must retire from office and seek re-election.
Brief
biographical information in relation to Mr Stephen Lake is available in the
Company’s annual report for the year ending 30 June 2006.
The
Board
(excluding Mr Stephen Lake) recommends that shareholders vote in favour of
resolution 2.
| 4. |
Resolution
3 - Adoption of Remuneration
Report
|
Pursuant
to section 250R(2) of the Corporations Act 2001, a resolution adopting the
Remuneration Report contained within the Directors’ Report for the financial
year ended 30 June 2006 must be put to the vote.
Shareholders
are advised that pursuant to section 250R(3) of the Corporations Act, this
resolution is advisory only and does not bind the directors or the
Company.
The
Remuneration Report is set out within the Directors’ Report of the Company’s
2006 Annual Report. The Remuneration Report:
| · |
explains
the Board’s policy for determining the nature and amount of remuneration
of directors and company and group executives of
pSivida;
|
| · |
discusses
the relationship between the Board's policy and pSivida's
performance;
|
| · |
sets
out remuneration details for each director and the company and group
executives of pSivida;
|
| · |
details
and explains any performance conditions applicable to the remuneration
of
directors and company and group executives of pSivida;
and
|
| · |
provides
an explanation of share based compensation payments for each director
and
company and group executive of
pSivida.
|
A
reasonable opportunity will be provided for discussion of the Remuneration
Report at the Meeting.
| 5. |
Undirected
Proxies
|
The
Chairman of the meeting intends to use any undirected proxies held by him to
vote in favour of each of the resolutions at the meeting.
4
PSIVIDA
LIMITED
ABN
78 009 232 026
PROXY
FORM
|
Name
and address of member or joint members
____________________________________________________
____________________________________________________
____________________________________________________
|
||||
|
I/We,
being a member/s of pSivida Limited and
entitled
to attend
and vote,
appoint
________________________
Name
of proxy (please print)
Or
failing that person or, if no person is named, the Chairman of the
meeting
to attend, act generally and vote as directed below, or, if no directions
are given, as the proxy or the Chairman sees fit, at the Annual General
Meeting of the Company to be held on Wednesday,
15 November 2006
at
10:00am
(Western Standard Time)
and at any adjournment.
|
||||
|
If
appointing a second proxy, state the percentage of your
voting
rights applicable to the proxy appointed by this
form.
_________________ %
|
||||
|
Voting
directions to your proxy - please mark x
to indicate your directions
Business
|
||||
|
Ordinary
Resolutions
|
For
|
Against
|
Abstain*
|
|
|
1 Re-election
of Dr Paul Ashton as a Director of the Company.
|
o
|
o
|
o
|
|
|
2 Re-election
of Mr Stephen Lake as a Director of the Company.
|
o
|
o
|
o
|
|
|
3 Adoption
of Remuneration Report.
|
o
|
o
|
o
|
|
| * |
If
you mark the Abstain box for a particular item of business, you
are
directing your proxy not to vote on that item on a show of hands
or on a
poll and your shares will not be counted in computing the required
majority on a poll.
|
If
you
appoint the Chairman of the meeting as your proxy, and you do not direct him
how
to vote on any of the items, the Chairman will vote in favour of the relevant
item.
If
you
appoint the Chairman of the meeting as your proxy and you do not wish to direct
the Chairman how to vote in relation to any item, please mark x
in this
box. o
By
marking this box, you acknowledge that the Chairman may vote as your proxy
even
if he has an interest in the outcome of the relevant item and votes cast by
him
other than as a proxy will be disregarded because of that interest.
If
you do
not direct the Chairman how to vote and do not place a mark in this box any
votes cast by the Chairman as your proxy in relation to the relevant item will,
where any voting exclusion applies to the resolution, be
disregarded.
Signatures
of individual member, joint individual member, attorney or company
member
|
Member,
Attorney or Joint Member
|
||||
|
Sole
director and sole company secretary
|
Director
|
Director/Company
secretary (delete one)
|
||
|
/
/
|
||||
|
Contact
name
|
Contact
daytime telephone
|
Date
|
Instructions
for completion of Proxy Form
Your
name and address
This
is
your name and address as it appears on the register of members of the Company.
If this information is incorrect, please make the correction on the Proxy Form.
Members sponsored by a broker should advise their broker of any
changes.
Please note that you cannot change ownership of your shares using this Proxy
Form.
Appointment
of proxy
If
you
are entitled to vote at the meeting, you have a right to appoint a proxy and
should use this Proxy Form. The proxy need not be a member of the Company and
can be an individual or body corporate.
A
body
corporate appointed as a member's proxy may appoint a representative to exercise
any of the powers that the body may exercise as a proxy at the meeting. The
representative should bring to the meeting evidence of his or her appointment,
including any authority under which the appointment is signed, unless it has
been previously given to the Company.
If
you
wish to appoint someone other than the Chairman of the meeting as your proxy,
please write the name of that person in the appropriate box. Members cannot
appoint themselves. If you leave the box blank, or your named proxy does not
attend the meeting, the Chairman of the meeting will be your proxy and vote
on
your behalf.
Your
proxy's authority to speak and vote for you at the meeting is suspended if
you
are present at the meeting.
Voting
directions to your proxy
You
may
direct your proxy how to vote by marking x
in 1 of
the 3 boxes opposite each item of business. All your votes will be cast in
accordance with your direction, unless you indicate only a portion of votes
are
to be cast on any item by inserting the percentage of your voting rights
applicable to the proxy appointed by this Proxy Form in the appropriate box.
If
you do not mark any of the boxes relating to the items of business, your proxy
will vote as he or she chooses. If you mark more than 1 box relating to the
same
item of business any vote by your proxy on that item will be
invalid.
Appointing
a second proxy
If
you
are entitled to cast 2 or more votes you may appoint 2 proxies and may specify
the proportion or number of votes each proxy is appointed to exercise. If you
wish to appoint a second proxy, an additional Proxy Form may be obtained by
telephoning the Company's share registry, Computershare Investor Services Pty
Limited (Computershare +61 8 9323 2000), or the Company or you may copy this
form. Both Proxy Forms should be lodged together.
If
you
appoint 2 proxies and the appointment does not specify the proportion or number
of your votes each proxy may exercise, each proxy may exercise half of the
votes
(ignoring fractions).
If
you
appoint 2 proxies, neither proxy will have a right to vote on a show of
hands.
If
you
appoint another member as your proxy, that person will have only 1 vote on
a
show of hands and does not have to vote on a show of hands in accordance with
any direction by you.
Signing
instructions
This
Proxy Form must be signed and dated by the member or the member's attorney.
Any
joint member may sign.
If
this
form is signed by an attorney and you have not previously lodged the power
of
attorney with Computershare or the Company for
notation, please attach a certified copy of the power of attorney to this form
when you return it.
If
the
member is a company that has a sole director or a sole director who is also
the
sole company secretary, this form must be signed by that person. Otherwise,
this
form must be signed by 2 directors or 1 director and a company secretary. Please
indicate the office held by signing in the appropriate place.
Lodgement
of Proxy Form
Proxy
Forms and the original or a certified copy of the power of attorney (if the
Proxy Form is signed by an attorney) must be received not later than 48
hours
before the time of the meeting (ie. before 10:00am
(Western Standard Time) on Monday, 13 November 2006,
and may
be lodged:
by
post, delivery or fax to the Company:
Company
Secretary
pSivida
Limited
Level
12,
BGC Centre
28
The
Esplanade
Perth
Western Australia 6000
Australia
Fax:
61 8
9226 5499
Documents
received after 10:00am
(Western Standard Time) on Monday, 13 November 2006
will not
be valid for the purposes of the meeting.
Privacy
Chapter
2C of the Corporations
Act 2001
(Cth)
requires information about you (including your name, address and details of
the
shares you hold) to be included in the Company's public register of members.
This information must continue to be included in the public register if you
cease to hold shares. These statutory obligations are not altered by the
Privacy
Amendment (Private Sector) Act
2000
(Cth).
Information is collected to administer your shareholding which may not be
possible if some or all of the information is not collected. Your information
is
collected by Computershare on behalf of the Company.