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 July 2007
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; (iii) the Registrant's
Registration Statement on Form F-3, Registration No. 333-135428; (iv)
the Registrant's Registration Statement on Form F-3, Registration
No. 333-141083; (v) the Registrant's Registration Statement on
Form F-3, Registration No. 333-141091; and (vi) the Registrant's
Registration Statement on Form F-3, Registration
No. 333-143225.
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:
July
2, 2007
PSIVIDA
LIMITED
By:
/s/
Michael J.
Soja
Michael
J. Soja
Vice
President, Finance and Chief Financial Officer
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
pSivida
Announces Sale of American Depositary Shares and
Warrants
|
pSivida
Announces Sale of
American
Depositary Shares and Warrants
Boston,
MA. and Perth, Australia (July 2, 2007) - pSivida Limited (NASDAQ:PSDV, ASX:PSD,
Xetra:PSI), today announced that on June 29, 2007 it entered into definitive
agreements to raise approximately US$18.0 million (A$21.3 million) in gross
proceeds in a registered direct offering through the sale of its NASDAQ-traded
ADSs and warrants to purchase ADSs, including US$6.5 million (A$7.7 million)
to
Pfizer Inc. Pfizer’s investment is pursuant to the terms of the Collaborative
Research and License Agreement, dated as of April 3, 2007.
The
Company estimates that net proceeds from the offering will be approximately
US$16.3 million (A$19.4 million), after deducting placement agent fees and
estimated offering expenses. pSivida has entered into subscription agreements
with primarily institutional investors pursuant to which it has agreed to sell
a
total of 14,402,000 units, for a purchase price of US$1.25 (A$1.48) per unit.
Each unit consists of (i) one ADS, representing ten ordinary shares, and (ii)
one warrant to purchase 0.40 ADSs, with a warrant exercise price of US$1.65
(A$1.96) per ADS. Units will not be issued or certificated. The ADSs and
warrants are immediately separable and will be issued separately. The warrants
will be exercisable from the date of issuance through the fifth anniversary
of
the issuance. The closing of the transaction is scheduled to occur on or about
July 5, 2007, subject to the satisfaction of customary closing conditions,
except that the closing of the sale of units to Pfizer will occur on or about
July 13, 2007. Cowen and Company, LLC, acted as lead placement agent and JMP
Securities LLC acted as co-agent in this offering.
The
ADSs
and warrants were offered under pSivida’s effective shelf registration statement
previously filed with the Securities and Exchange Commission on March 6, 2007,
which registration statement became effective on March 9, 2007. This press
release shall not constitute an offer to sell or the solicitation of an offer
to
buy nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such state or
jurisdiction. Any offer will be made only by means of a prospectus, including
a
prospectus supplement, forming a part of the effective registration statement.
Copies of the final prospectus supplement together with the accompanying
prospectus can be obtained at the SEC's website at http://www.sec.gov
or from
the offices of Cowen and Company, LLC c/o ADP, 1155 Long Island Avenue,
Edgewood, NY 11717, Attn: Prospectus Department (631) 254-7106.
Released
by:
|
pSivida
Limited
Brian
Leedman
Vice
President, Investor Relations
pSivida
Limited
Tel:
+ 61 8 9327 8905
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
Eva
Reuter
Accent
Marketing Limited
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™ for diabetic
macular edema is licensed to Alimera Sciences and is in Phase III clinical
trials.
pSivida
owns the rights to develop and commercialize a modified form of silicon
(porosified or nano-structured silicon) known as BioSilicon™, which has
applications in drug delivery, wound healing, orthopedics, and tissue
engineering. The most advanced BioSilicon™ product, BrachySil™ delivers a
therapeutic, P32 directly to solid tumors and is presently in Phase II clinical
trials for the treatment of pancreatic cancer.
pSivida’s
intellectual property portfolio consists of 76 patent families, 95 granted
patents, including patents accepted for issuance, and over 300 patent
applications.
pSivida
conducts its operations from offices and facilities near Boston in the United
States, Malvern in the United Kingdom and Perth in Australia.
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.
This
release 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 that 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.
-2-