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 February 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
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:
February
20, 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: Results of the General Meeting held 20th
February,
2007
|
|
ASX
RELEASE
|
20
February, 2007
|
Results
of the General Meeting
held
20th
February, 2007
Boston,
MA. and Perth, Australia - Global bio-nanotech company pSivida Limited (ASX:PSD,
NASDAQ:PSDV, Xetra:PSI) held an Annual General Meeting today at 3.00pm WST
at
Level 2, QV1 Building, 250 St George’s Terrace, Perth WA 6000.
All
resolutions were passed unanimously by shareholders as follows:
Resolution
1 - Ratification of Past Placement of Shares and Options
“That,
for the purposes of Listing Rule 7.4 of the Listing Rules of ASX Limited, and
for all other purposes, the Company ratifies:
|
(a)
|
the
issue of a total of 14,330,768 fully paid ordinary shares in the
Company
at an issue price of A$0.26 per share to Australian and European
institutions and sophisticated investors on 4 January 2007;
and
|
|
(b)
|
the
issue of a total of 28,661,537 unquoted options to those institutions
and
investors over fully paid shares in the Company expiring 31 December
2010
at an exercise price of A$0.26 each.”
|
Resolution
2 - Ratification of Past Issue of Warrants to Absolute Octane Fund and
Australian IT Investments Limited
“That,
for the purposes of Listing Rule 7.4 of the Listing Rules of ASX Limited, and
for all other purposes, the Company ratifies the issue of warrants over 500,000
American Depositary Shares expiring 29 September 2011 at an exercise price
of
US$2.00 each to Absolute Octane Fund and Australian IT Investments Limited
on
29 September 2006.”
Resolution
3 - Ratification of Past Issue of Warrants to Castlerigg
“That,
for the purposes of Listing Rule 7.4 of the Listing Rules of ASX Limited, and
for all other purposes, the Company ratifies the issue of warrants over
1,500,000 American Depositary Shares expiring 29 December 2011 at an exercise
price of US$2.00 each to Castlerigg Master Investments Ltd on 29 December
2006.”
Resolution
4 - Approval of Proposed Issue of Warrants to Castlerigg
“That,
for the purposes of Listing Rule 7.1 of the Listing Rules of ASX Limited,
and for all other purposes, the Company approves the issue of warrants over
4,000,000 American Depositary Shares expiring 5 years from the date of issue
at
an exercise price of US$2.00 on each to Castlerigg Master Investments Ltd.”
Resolution
5 - Approval of Proposed Issues of ADSs and Warrants to Nordic
Biotech
“That,
for the purposes of Listing Rule 7.1 of the Listing Rules of ASX Limited, and
for all other purposes, the Company approves:
| (a) |
the
issue to Nordic of warrants over up to 1,000,000 American Depositary
Shares expiring 5 years from the date of issue at an exercise price
of
US$2.00 each in connection with the closing of the SPV
Investment;
|
| (b) |
the
issue to Nordic of an option to subscribe for American Depositary
Shares
at a conversion price of US$2.00 each (or ordinary shares at an issue
price of US$0.20 each) i by means of a conversion of the participation
interest purchased in the SPV Investment;
and
|
| (c) |
the
issue to Nordic of redeemable preference shares, for a total subscription
amount of US $4,000,000, convertible into American Depositary
Shares.”
|
Resolution
6 - Approval of Possible Placements of Shares and Options
“That,
for the purposes of Listing Rule 7.1 of the Listing Rules of ASX Limited, and
for all other purposes, the Company approves the issue, within 3 months after
the date of this meeting (or a longer period as may be approved by ASX), at
the
sole discretion of the Directors of the Company:
| a) |
the
issue of up to an aggregate of 50,000,000 fully paid ordinary shares
in
the Company, at an issue price being no lower than a 10% discount to
the 5
day volume weighted average market price on ASX of the Company's shares
prior to their allotment; and
|
| b) |
the
issue to the subscribers for such shares of up to an aggregate of
100,000,000 unquoted options over fully paid shares in the Company
expiring 5 years from the date of issue at an exercise price of no
lower
than a 10% discount to the 5 day volume weighted average market price
on
ASX of the Company's shares prior to their
allotment.”
|
Resolution
7 - Approval of Possible Placements of ADSs and Warrants
“That,
for the purposes of Listing Rule 7.1 of the Listing Rules of ASX Limited, and
for all other purposes, the Company approves the issue, within 3 months after
the date of this meeting (or a longer period as may be approved by ASX), at
the
sole discretion of the Directors of the Company:
| a) |
the
issue of up to an aggregate of 15,000,000 American Depositary Shares
in
the Company, at an issue price being no lower than a 20% discount
to the 5
day volume weighted average market price on Nasdaq of the Company's
American Depositary Shares prior to their allotment;
and
|
|
b)
|
the
issue to the subscribers for such American Depositary Shares of up
to an
aggregate of 7,500,000 unquoted warrants over American Depositary
Shares
in the Company expiring 5 years from the date of issue at an exercise
price of no lower than a 20% discount to the 5 day volume weighted
average
market price on Nasdaq of the Company's American Depositary Shares
prior
to their allotment.”
|
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
|
Ratification
of Past Placement of Shares and Options
|
77,812,457
|
755,240
|
539,580
|
|
|
2
|
Ratification
of Past Issue of Warrants to Absolute Octane Fund and Australian
IT
Investments Limited.
|
77,879,957
|
732,740
|
494,580
|
|
|
3
|
Ratification
of Past Issue of Warrants to Castlerigg.
|
77,860,957
|
748,740
|
497,580
|
|
|
4
|
Approval
of Proposed Issue of Warrants to Castlerigg.
|
77,890,457
|
694,240
|
522,580
|
|
|
5
|
Approval
of Proposed Issues of ADSs and Warrants to Nordic Biotech.
|
42,295,328
|
622,740
|
36,189,209
|
|
|
6
|
Approval
of Possible Placements of Shares and Options.
|
77,843,357
|
766,340
|
497,580
|
|
|
7
|
Approval
of Possible Placements of ADSs and Warrants.
|
77,870,857
|
758,840
|
477,580
|
Note
that
the proxy votes received represent 19% 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
release contains forward-looking statements that involve risks and uncertainties
including with respect to the closing of the placement on the terms described,
our ongoing negotiations with a global pharmaceutical company and our near
and
medium term opportunities in the area of controlled slow release drug delivery
technologies. 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 failure
of the company to successfully close the transaction due to the company’s
shareholders not approving the transaction, the company’s failure to meet the
closing conditions specified in the transaction documentation (including, the
occurrence of a material adverse change to the company’s assets, liabilities,
results of operations, condition (financial or otherwise), business, or
prospects, the Company’s failure to maintain its current listings on the NASDAQ
Stock Market and ASX, the investors’ failure to comply with any regulatory
requirements, 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; our inability to develop proposed products, including without limitation,
in the controlled slow release drug delivery field; failure of our negotiations
with the global pharmaceutical company to result in an agreement on favorable
terms or at all; and regulatory, scientific or other issues. 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.