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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 November 2005
 
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- ___.
 
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.
 
     
  pSivida Limited
 
 		  
 		  
 
Date: November 15, 2005 By:   /s/ Aaron Finlay
 
Aaron Finlay
  Chief Financial Officer and Company Secretary
 
 
 
 

 
EXHIBIT INDEX
 
EXHIBIT 99.1:
Results of General Meeting held 15 November 2005
 
 
 
 
 
 
 
 

ASX/MEDIA RELEASE

15 November 2005
 
RESULTS OF GENERAL MEETING HELD 15 NOVEMBER 2005
ACQUISITION OF CONTROL DELIVERY SYSTEMS
OVERWHELMINGLY APPROVED

Global bio-nanotech company pSivida Limited (ASX:PSD, NASDAQ:PSDV, Xetra:PSI) is pleased to announce the results of its Annual General Meeting held today at 10.00am EST at Radisson Plaza Hotel, 27 O’Connell Street, Sydney NSW 2000.

Voting by shareholders shows a strong endorsement of the acquisition of Control Delivery Systems (CDS) with 79,490,475 in favour and 70,000 against.

Shareholders have also overwhelmingly approved, with 79,414,475 in favour and 70,000 against, the issue of shares on any conversion under the convertible note and warrant issue to raise USD$15million (approx AUD$20m) at an initial conversion price per share of USD$7.20 equivalent to AUD$0.94 per share. The Convertible Note and warrant are expected to be issued this week.

We are also pleased to welcome Dr. Paul Ashton, the CEO of Control Delivery Systems as a new executive Director of pSivida. Paul is a leading international figure in ophthalmologic drug delivery and an inventor of the only 2 FDA-approved devices for sustained release of drug to the back of the eye. Dr. Roger Aston has retired as an executive Director but will remain with pSivida as a consultant. The company is grateful to Roger for his guidance as a director since the inception of pSivida.

Full voting results on all resolutions are detailed below (references to the Explanatory Memorandum and Notice to the company’s Notice of Annual General Meeting and accompanying Explanatory Memorandum).


All resolutions were passed unanimously by shareholders as follows:

Resolution 1

Approval of Issue of Shares and Options under Merger Agreement

“That, for the purposes of Listing Rule 7.1 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, the Company approves and authorises the allotment and issue of up to 160,000,000 fully paid ordinary shares (equivalent to 16,000,000 American Depositary Shares) and unquoted options over up to 1,761,760 fully paid ordinary shares (equivalent to 176,176 American Depositary Shares) on the terms and conditions described in the Explanatory Memorandum accompanying this Notice.”

Resolution 2

Approval of Issue of Shares to Control Delivery Systems, Inc Directors and Staff under Retention Agreements

“That, for the purposes of Listing Rule 7.1 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, and subject to the passing of Resolution 1 in this Notice of Annual General Meeting and the completion of the acquisition by the Company of Control Delivery Systems, Inc, the Company approves and authorises the allotment and issue of fully paid ordinary shares (to be issued as American Depositary Shares) up to a total value of US$616,124 on the terms and conditions described in the Explanatory Memorandum accompanying this Notice.”
 
Resolution 3

Election of Dr Paul Ashton as a Director of the Company

“That, subject to the passing of Resolution 1 in this Notice of Annual General Meeting and subject to and immediately after the completion of the acquisition by the Company of Control Delivery Systems, Inc, Dr Paul Ashton be elected as a director of the Company.”
 
 
 
 
 

 
Resolution 4

Approval of Issue of Options on Acquisition of Control Delivery Systems, Inc to Company Directors under the Company’s Employee Share Option Plan

“That, pursuant to and in accordance with Listing Rule 10.14 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, and subject to the passing of Resolution 1 in this Notice of Annual General Meeting and the completion of the acquisition by the Company of Control Delivery Systems, Inc, the Company approves and authorises the directors to grant 1,175,000 employee options to the directors and proposed director named below, or their respective nominees, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice, as follows:

Director
Number of Options
Dr Paul Ashton
500,000
Dr Roger Brimblecombe
75,000
Mr Gavin Rezos
600,000
 
Resolution 5

Ratification of Previous Issue of 6,650,000 Shares (represented by 665,000 American Depositary Shares) and 66,500 Warrants

“That, for the purposes of Listing Rule 7.4 of the Listing Rules of Australian Stock Exchange Limited, and for all other purposes, the Company ratifies the allotment and issue of 6,650,000 fully paid ordinary shares (represented by 665,000 American Depositary Shares) and 66,500 unlisted Warrants on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

Resolution 6

Ratification of Previous Issue of 66,500 Warrants to Placing Agents

“That, for the purposes of Listing Rule 7.4 of the Listing Rules of Australian Stock Exchange Limited, and for all other purposes, the Company ratifies the allotment and issue of 66,500 unlisted Warrants to placing agents, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice, in part payment of the placing agent fees associated with the placement of American Depositary Shares in Resolution 5.”
 
Resolution 7

Approval of Issue of US$15,000,000 in Subordinated Convertible Notes and Warrants in respect of 633,803 American Depositary Shares

“That, for the purposes of Listing Rule 7.1 of the Listing Rules of Australian Stock Exchange Limited, and for all other purposes, the Company approves the issue of:

a)    US$15 million in Subordinated Convertible Notes; and
b)    Warrants in respect of 633,803 American Depositary Shares,

in each case on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

Resolution 8

Approval of Issue of Options to Company Directors under the Company’s Employee Share Option Plan

“That, pursuant to and in accordance with Listing Rule 10.14 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, the Company approves and authorises the directors to grant 900,000 employee options to the directors named below, or their respective nominees on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice, as follows:

Director
Number
of Options
Dr Roger Brimblecombe
300,000
Mr Gavin Rezos
600,000
 
Resolution 9

Appointment of Auditor

“That, in accordance with section 327B of the Corporations Act 2001 (Cth), Deloitte Touche Tohmatsu be appointed auditor of the Company.”
 
 
 
 
 

 
Resolution 10

Re-Election of Dr David Mazzo as a Director of the Company

“That Dr David Mazzo, a director who, having been appointed since the last General Meeting of shareholders, retires in accordance with rule 3.3 of the Company’s constitution, be re-elected as a director of the Company.”

Resolution 11

Re-Election of Mr Michael Rogers as a Director of the Company

“That Mr Michael Rogers, a director who, having been appointed since the last General Meeting of shareholders, retires in accordance with rule 3.3 of the Company’s constitution, be re-elected as a director of the Company.”

Resolution 12

New Issue of Options to New Directors under the Company’s Employee Share Option Plan

“That, for the purposes of Listing Rule 10.14 of the Listing Rules of Australian Stock Exchange Limited, and for all other purposes, subject to the passing of Resolutions 10 and 11 in this Notice of Annual General Meeting, approval is given for the issue of 400,000 employee options to new directors, or their respective nominees, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice, as follows:
 
Director
Number
of Options
Dr David Mazzo
200,000
Mr Michael Rogers
200,000
 
Resolution 13

Remuneration Report

“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, be adopted.”
 
Results of the Resolutions
Each resolution was passed unanimously by a show of hands.

The results of the proxy votes received were as follows:
 

 
Resolution
For
Against
Abstain
         
1
Approval of Issue of Shares and Options under Merger Agreement
79,490,475
70,000
1,000
         
2
Approval of Issue of Shares to CDS, Inc Directors and Staff under Retention Agreements
79,202,642
358,833
0
         
3
Election of Dr Paul Ashton as a Director of the Company
79,562,308
70,000
0
         
4
Approval of Issue of Options on Acquisition of CDS, Inc to Company Directors under the Company’s ESOP
57,778,807
2,048,533
19,734,135
         
5
Ratification of Previous Issue of Shares and Warrants
79,365,559
139,916
56,000
         
6
Ratification of Previous Issue of Warrants to Placing Agents
79,270,726
230,749
60,000
         
7
Approval of Issue of US$15,000,000 in Subordinated Convertible Notes and Warrants in respect of 633,803 American Depositary Shares
79,414,475
70,000
77,000
         
8
Approval of Issue of Options to Company Directors under the Company’s ESOP
57,341,717
2,469,949
19,749,809
         
9
Appointment of Auditor
79,517,308
60,000
55,000
         
10
Re-Election of Dr David Mazzo as a Director of the Company
79,350,634
226,000
55,674
         
11
Re-Election of Mr Michael Rogers as a Director of the Company
79,350,634
226,000
55,674
         
12
New Issue of Options to New Directors under the Company’s ESOP
57,518,145
2,303,521
19,739,809
         
13
Remuneration Report
76,056,459
1,294,749
2,281,100

Note that the proxy votes received represent 35.24% of voting shares on issue and of those received, 8.53% were required to abstain from voting on resolutions 4, 8 and 12 as specified in the Notice of Meeting. QinetiQ Group PLC and QinetiQ Holdings Limited instructed the Chairman to vote in accordance with the majority votes received and have been included in these proxy results.

This announcement does not constitute an offer of any securities for sale or the solicitation of an offer to buy any securities. Any securities issued may not be or have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

-ENDS-

Released by:
 
pSivida Limited
Brian Leedman
Investor Relations
pSivida Limited
Tel: + 61 8 9226 5099
brianl@psivida.com
US Public Relations
Beverley Jedynak
President
Martin E. Janis & Company, Inc
Tel: +1 (312) 9 1100 ext. 12
bjedynak@janispr.com
UK & Europe Public Relations
Mark Swallow / Helena Podd
Citigate Dewe Rogerson
Tel: +44 (0)20 7638 9571
mark.swallow@citigatedr.co.uk



NOTES TO EDITORS:

pSivida is listed on NASDAQ (PSDV), the Australian Stock Exchange (PSD) and in Germany on the Frankfurt Stock Exchange on the XETRA system (German Symbol: PSI. Securities Code (WKN) 358705). pSivida’s shares also trade in the United Kingdom on the OFEX International Market Service (IMS) under the ticker symbol PSD. pSivida is a founding member of the NASDAQ Health Care Index and the Merrill Lynch Nanotechnology Index.

The Company’s strategic partner and largest shareholder is the QinetiQ group, the largest science and technology company in Europe. QinetiQ is the former UK government Defence Evaluation Research Agency and was instrumental in discovering BioSilicon™. pSivida enjoys a strong relationship with QinetiQ having access to its cutting edge research and development facilities. For more information on QinetiQ visit www.qinetiq.com.

For more information, visit www.psivida.com

This document contains forward-looking statements that involve risks and uncertainties. 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 factors including: our failure to develop applications for BioSiliconTM due to regulatory, scientific or other issues our ability to consummate the proposed acquisition and other referenced transactions, our ability to successfully integrate CDS’s operations and employees; the failure of the combined entity’s products, including reduced revenue and the combined entity’s inability to develop existing or proposed products. Other reasons are contained in cautionary statements in the Registration Statement 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.