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 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
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
documents attached as Exhibit 99.1 and Exhibit 99.2 to this Report on Form
6-K
are 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:
November 15, 2006
| PSIVIDA LIMITED | ||
| |
|
|
| By: | /s/Aaron Finlay | |
|
Aaron
Finlay
|
||
| Company Secretary | ||
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
Results
of Annual General Meeting
|
|
EXHIBIT
99.2:
|
Appendix
3B
|
 |
|
| ASX RELEASE |
15
November,
2006
|
Results
of Annual General Meeting
held
15th
November, 2006
Boston,
MA. and Perth, Australia - Global bio-nanotech company pSivida Limited (ASX:PSD,
NASDAQ:PSDV, Xetra:PSI) held an Annual General Meeting today at 10.00am WST
at
Level 31, Allendale Square, 77 St George’s Terrace, Perth WA 6000.
All
resolutions were passed unanimously by shareholders as follows:
Resolution
1 - Re-election of Dr Paul Ashton as director
"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."
Resolution
2 - Re-election of Mr Stephen Lake as director
"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."
Resolution
3 - Adoption of 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 for
the financial year ended 30 June 2006, 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
|
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.
|
86,082,249
|
1,585,199
|
69,000
|
|
|
2
|
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.
|
86,909,958
|
856,500
|
69,990
|
|
|
3
|
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.
|
84,971,675
|
1,067,793
|
75,002
|
|
Note
that
the proxy votes received represent 22.11% of voting shares on issue
-ENDS-
|
pSivida
Limited
Brian
Leedman
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
Accent
Marketing Limited
Eva
Reuter
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™ is FDA approved for the
treatment of uveitis. Vitrasert® is FDA approved for the treatment of
AIDS-related CMV Retinitis. Bausch & Lomb own the trademarks Vitrasert® and
Retisert™. pSivida has licensed the technologies underlying both of these
products to Bausch & Lomb. The technology underlying Medidur™, a treatment
for diabetic macular edema, is licensed to Alimera Sciences and is in Phase
III
clinical trials.
pSivida
owns the rights to develop and commercialise a modified form of silicon
(porosified or nano-structured silicon) known as BioSilicon™, which has
applications in drug delivery, wound healing, orthopaedics, and tissue
engineering. pSivida’s subsidiary, AION Diagnostics Limited is developing
diagnostic products and the subsidiary pSiNutria is developing food technology
products both using BioSilicon™.
pSivida’s
intellectual property portfolio consists of 70 patent families, 74 granted
patents and over 290 patent applications.
pSivida conducts its operations from offices and facilities near Boston in
the
United States, Malvern in the United Kingdom, Perth in Australia and Singapore.
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.
The
Company's largest shareholder and a strategic partner is QinetiQ, a leading
international defence, security and Technology Company, formed in 2001 from
the
UK Government's Defence Evaluation & Research Agency (DERA). QinetiQ (QQ.)
was instrumental in discovering BioSiliconTM
and pSivida’s strong relationship with QinetiQ includes access to its cutting
edge research and development facilities.
This
document contains forward-looking statements that involve risks and
uncertainties. The statements reference potential products, applications and
regulatory approvals. 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 inability to raise additional funds at favourable terms or any
terms; our inability to repay the amended notes; issues relating to share
registration in the U.S. that may delay our registration; our inability to
develop proposed products, including without limitation, in the drug delivery,
wound healing, orthopaedics, and tissue engineering, diagnostics and food
technology fields; failure of our evaluation agreements to result in license
agreements; failure to develop applications for BioSilicon™ due to regulatory,
scientific or other issues; failure to complete negotiations for new centres
for
the BrachySil™ phase IIb clinical trial for inoperable primary liver
cancer; failure of our discussions with the FDA for BrachySil™ to continue or to
lead to FDA approval; failure of the BrachySil™ phase IIb clinical trial
for inoperable primary liver cancer to determine the optimal dose, provide
key
safety data or support future pivotal efficacy trials or product registration
or
approval; failure of the BrachySil™ primary liver programme that is in
phase IIb clinical trials to provide a valuable platform for the
development and commercialisation of BrachySil™ for pancreatic cancer and other
indications; failure to commence phase IIa BrachySilTM
trials
for the treatment of pancreatic cancer; failure of the findings of the
pancreatic cancer phase IIa trial to provide a platform for further
multicentre efficacy and safety trials; failure of there to be
optimisation and standardisation between our two pancreatic
cancer study centres; failure of the results of the Retisert™ for DME
trial to be a good indicator of the results of pSivida’s ongoing phase III
Medidur™ for DME trial; failure of the Medidur™ trials in DME to show a very
similar improvement in visual acuity and diabetic retinopathy severity score
as
Retisert™ for DME; failure of Medidur™ to release fluocinolone acetonide at the
same rate as Retisert™; our inability to recruit patients for the phase III
Medidur™ for DME trial. Other reasons 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.
