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
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For
the month of April 2005
Commission
File Number 000-51122
pSivida
Limited
(Translation of registrant’s name into English)
(Translation of registrant’s name into English)
Level 12
BGC Centre
28 The Esplanade
Perth WA 6000
(Address of principal executive offices)
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- ___.
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 22, 2005 | ||
| pSivida Limited | ||
| |
|
|
| By: | /s/ Aaron Finlay | |
|
| ||
| Aaron
Finlay Chief Financial Officer and Company Secretary | ||
EXHIBIT
INDEX
|
EXHIBIT
99.1: |
Cover
letter to ASX dated April 22, 2005. |
| EXHIBIT 99.2: |
New
issue announcement, application for quotation of additional securities and
agreement. |
 |
22 April
2005
Ms
Christine Panetta
Senior
Companies Advisor
Australian
Stock Exchange Limited
Exchange
Plaza
2 The
Esplanade
PERTH WA
6000
Re:
Employee Share Option Plan (“ESOP”)
In line
with annual staff reviews, under approved option schemes and pursuant to
contractual arrangements, the Company today issued Options to the following
groups. Employee options are subject to a 12 month vesting period and
achievement of milestones. If milestones are not achieved, these options
awarded will be reduced accordingly.
200,000
Options exercisable at $1.02 to PureTech Development LLC who are investigating
and evaluating out-licensing opportunities for BioSiliconTM
with an
emphasis on tissue engineering, wound management and orthopaedics.
115,000
Options exercisable at $0.80 to US firms assisting with investor relations and
promotion of the company in the US;
2,482,000
Options exercisable at $0.80 to 21 UK based staff under the Inland Revenue
approved option scheme, including 1,200,000 Options, vesting over three years
issued to Dr Mark Parry-Billings on his appointment as Research and Development
Director.
720,000
Options exercisable at $0.80 to 13 Australian and Singapore based staff and
consultants under the ESOP.
1,250,000
Options exercisable at $0.80 to Directors or director related entities and will
be subject to shareholder approval at the next annual general or general
meeting of shareholders if earlier.
Options
issued under the ESOP are exercisable at $0.80 per share representing a 10%
premium to yesterday’s closing price of $0.73 and such price is set at the
higher range permissible in accordance with the UK Inland Revenue approved
scheme requirements, measured over the weighted average closing price over the
5 days before the grant.
Options
issued under the ESOP are subject to a 12 month vesting period, satisfaction of
milestones on individual awards and are necessary to continue to attract and
retain the highest calibre people.
Yours
faithfully
pSivida
Limited
 |
Aaron
Finlay
Chief
Financial Officer
&
Company Secretary
Level
12 BGC Centre, 28 The Esplanade, Perth WA 6000 AUSTRALIA
Telephone:
+61 8 9226 5099 Facsimile: +61 8 9226 5499
Email:
psivida@psivida.com Web: www.psivida.com
ABN:
78 009 232 026
Appendix
3B
New
issue announcement
Rule
2.7, 3.10.3, 3.10.4, 3.10.5
Appendix
3B
New
issue announcement,
application for quotation of additional securities
and agreement
application for quotation of additional securities
and agreement
Information
or documents not available now must be given to ASX as soon as available.
Information and documents given to ASX become ASX’s property and may be made
public.
Introduced
1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001,
11/3/2002, 1/1/2003.
|
Name
of entity |
|
PSIVIDA
LIMITED |
|
ABN |
|
78
009 232 026 |
We (the
entity) give ASX the following information.
Part
1 - All issues
You
must complete the relevant sections (attach sheets if there is not enough
space).
|
1 |
+Class
of +securities
issued or to be issued |
Unquoted
Options (1)
Unquoted
Options (2)
Unquoted
Employee Options (3) | |
|
2 |
Number
of +securities
issued or to be issued (if known) or maximum number which may be
issued
|
115,000
(1)
200,000
(2)
4,452,000
(3) | |
|
3
|
Principal
terms of the +securities
(eg, if options, exercise price and expiry date; if partly paid
+securities,
the amount outstanding and due dates for payment; if +convertible
securities, the conversion price and dates for conversion) |
Options
expiring 31 December 2008 exercisable at $0.80 each (1)
Options
expiring 31 December 2008 exercisable at $1.02 each (2)
Options
expiring 31 March 2010 exercisable at $0.80 each (ESOP)
(3) |
| + See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix
3B Page 1 |
Appendix 3B
New issue announcement
|
4
|
Do
the +securities
rank equally in all respects from the date of allotment with an existing
+class
of quoted +securities?
If
the additional securities do not rank equally, please state:
· the
date from which they do
· the
extent to which they participate for the next dividend, (in the case of a
trust, distribution) or interest payment
· the
extent to which they do not rank equally, other than in relation to the
next dividend, distribution or interest payment |
All
fully paid ordinary shares issued on the exercise of the options will rank
equally in all respects with the Company’s then issued fully paid ordinary
shares. (1), (2) & (3)
| ||
|
5
|
Issue
price or consideration |
Nil
(1), (2) & (3) | ||
|
6
|
Purpose
of the issue
(If
issued as consideration for the acquisition of assets, clearly identify
those assets)
|
Options
issued to US firms assisting with investor relations and promotion of the
company in the US (1).
Options
issued to US partner firm investigating and evaluating out-licensing
opportunities for BioSiliconTM
with
an emphasis on tissue engineering, wound management and orthopaedics (2).
2,482,000
Options issued to 21 UK
based staff under the Inland Revenue approved option scheme, including
1,200,000 options, vesting over three years issued to Dr Mark
Parry-Billings on his appointment as Research and Development Director;
720,000
Options to 13 Australian and Singapore based staff and consultants under
the ESOP; 1,250,000
Options to Directors or director related entities and will be subject to
shareholder approval at the next annual general or general meeting of
shareholders
These Options are subject to a 12 month vesting period and satisfaction of
milestones on individual awards in
order to continue to attract and retain the highest calibre people.
(3). | ||
|
7 |
Dates
of entering +securities
into uncertificated holdings or despatch of certificate |
22
April 2005 | ||
| + See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix
3B Page 2 |
Appendix 3B
New issue announcement
|
Number |
+Class | ||||
|
8
|
Number
and +class
of all +securities
quoted on ASX (including
the securities in clause 2 if applicable) |
214,789,554 |
Ordinary
Fully Paid Shares
24,608,065
Ordinary Fully Paid Shares subject to voluntary escrow period ending
5th
August 2005. | ||
|
Number |
+Class | ||||
|
9 |
Number
and +class
of all +securities
not quoted on ASX (including
the securities in clause 2 if applicable) |
4,522,612 |
Ordinary
Fully Paid Shares subject to ASX imposed escrow ending 5th
August 2005. | ||
| 4,395,000 | Option expiring 31 December 2007 exercisable at $0.61 each (ESOP). | ||||
| 2,050,000 | Option expiring 5 August 2008 exercisable at $1.09 each. | ||||
| 9,214,537 | Option expiring 5 August 2009 exercisable at $1.18 each (ESOP). | ||||
| 115,000 | Option expiring 31 December 2008 exercisable at $0.80 each. | ||||
| 200,000 | Option expiring 31 December 2008 exercisable at $1.02 each. | ||||
| 4,452,000 |
Option
expiring 31 December 2010 exercisable at $0.80 each
(ESOP). | ||||
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
N/A |
| + See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix
3B Page 3 |
Appendix 3B
New issue announcement
Part 2 - Bonus issue or pro rata issue
|
11 |
Is
security holder approval required? |
N/A | |
|
12 |
Is
the issue renounceable or non-renounceable? |
N/A | |
|
13 |
Ratio
in which the +securities
will be offered |
N/A | |
|
14 |
+Class
of +securities
to which the offer relates |
N/A | |
|
15 |
+Record
date to determine entitlements |
N/A | |
|
16 |
Will
holdings on different registers (or subregisters) be aggregated for
calculating entitlements? |
N/A | |
|
17 |
Policy
for deciding entitlements in relation to fractions |
N/A | |
|
18
|
Names
of countries in which the entity has +security
holders who will not be sent new issue documents
Note:
Security holders must be told how their entitlements are to be dealt
with.
Cross
reference: rule 7.7. |
N/A | |
|
19 |
Closing
date for receipt of acceptances or renunciations |
N/A | |
|
20 |
Names
of any underwriters |
N/A | |
|
21 |
Amount
of any underwriting fee or commission |
N/A | |
|
22 |
Names
of any brokers to the issue |
N/A | |
|
23 |
Fee
or commission payable to the broker to the issue |
N/A | |
| + See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix
3B Page 4 |
Appendix 3B
New issue announcement
|
24 |
Amount
of any handling fee payable to brokers who lodge acceptances or
renunciations on behalf of +security
holders |
N/A | |
|
25 |
If
the issue is contingent on +security
holders’ approval, the date of the meeting
|
N/A | |
|
26 |
Date
entitlement and acceptance form and prospectus or Product Disclosure
Statement will be sent to persons entitled |
N/A | |
|
27 |
If
the entity has issued options, and the terms entitle option holders to
participate on exercise, the date on which notices will be sent to option
holders
|
N/A | |
|
28 |
Date
rights trading will begin (if applicable) |
N/A | |
|
29 |
Date
rights trading will end (if applicable) |
N/A | |
|
30 |
How
do +security
holders sell their entitlements in
full
through a broker?
|
N/A | |
|
31
|
How
do +security
holders sell part of
their entitlements through a broker and accept for the
balance? |
N/A | |
|
32 |
How
do +security
holders dispose of their entitlements (except by sale through a
broker)? |
N/A | |
|
33 |
+Despatch
date |
N/A |
| + See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix
3B Page 5 |
Appendix 3B
New issue announcement
Part
3 - Quotation of securities
You
need only complete this section if you are applying for quotation of
securities
|
34 |
Type
of securities
(tick
one) | |
|
(a)
|
x |
Securities
described in Part 1
|
| (b) |
o |
All other securities
Example: restricted securities at the end of the
escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on
expiry or conversion of convertible
securities |
Entities
that have ticked box 34(a)
Additional
securities forming a new class of securities
Tick to indicate you are providing the
information or documents
|
35 |
o |
If
the +securities
are +equity
securities, the names of the 20 largest holders of the additional
+securities,
and the number and percentage of additional +securities
held by those holders |
|
36
|
o |
If
the +securities
are +equity
securities, a distribution schedule of the additional +securities
setting out the number of holders in the categories
1 -
1,000
1,001
- 5,000
5,001
- 10,000
10,001
- 100,000
100,001
and over |
|
37
|
o |
A
copy of any trust deed for the additional +securities
|
Entities
that have ticked box 34(b)
|
38 |
Number
of securities for which +quotation
is sought |
|
|
39
|
Class
of +securities
for which quotation is sought
|
|
| + See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix
3B Page 6 |
Appendix 3B
New issue announcement
|
40
|
Do
the +securities
rank equally in all respects from the date of allotment with an existing
+class
of quoted +securities?
If
the additional securities do not rank equally, please state:
· the
date from which they do
· the
extent to which they participate for the next dividend, (in the case of a
trust, distribution) or interest payment
· the
extent to which they do not rank equally, other than in relation to the
next dividend, distribution or interest payment |
||
|
41
|
Reason
for request for quotation now
Example:
In the case of restricted securities, end of restriction
period
(if
issued upon conversion of another security, clearly identify that other
security) |
||
| Number | +Class | ||
| 42 | Number and +class of all +securities quoted on ASX (including the securities in clause 38) |
|
|
| + See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix
3B Page 7 |
Appendix 3B
New issue announcement
Quotation
agreement
|
1 |
+Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. | |
|
2 |
We warrant the following to ASX. | |
|
· |
The
issue of the +securities
to be quoted complies with the law and is not for an illegal
purpose. | |
|
· |
There
is no reason why those +securities
should not be granted +quotation. | |
|
· |
An
offer of the +securities
for sale within 12 months after their issue will not require disclosure
under section 707(3) or section 1012C(6)
of
the Corporations Act.
Note:
An entity may need to obtain appropriate warranties from subscribers for
the securities in order to be able to give this
warranty | |
|
· |
Section
724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any +securities
to be quoted and that no-one has any right to return any +securities
to be quoted under sections 737, 738 or 1016F of the Corporations Act at
the time that we request that the +securities
be quoted. | |
|
· |
We
warrant that if confirmation is required under section 1017F of the
Corporations Act in relation to the +securities
to be quoted, it has been provided at
the time that we request that the +securities
be quoted.
| |
|
· |
If
we are a trust, we warrant that no person has the right to return the
+securities
to be quoted under section 1019B of the Corporations Act at
the time that we request that the +securities
be quoted. | |
|
3 |
We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. | |
|
4 |
We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. | |
Sign
here: |
Date:
|
22
April 2005 | |||
(Director/Company
secretary) |
|||||
|
Print
name: |
Aaron
Finlay |
||||
| + See chapter 19 for defined terms. | |
| 1/1/2003 |
Appendix
3B Page 8 |