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 April 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; and (v) the Registrant's Registration Statement on
Form F-3, Registration No. 333-141091.
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
4, 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: pSivida and Sandell agree to redeem entire Convertible Loan;
pSivida has issued Redemption Notice for the Convertible
Loan
|
|
|
| ASX/Media RELEASE |
4
April
2007
|
pSivida
and Sandell agree to redeem entire Convertible Loan
pSivida
has issued Redemption Notice for the Convertible Loan
Boston,
MA. and Perth, Australia - pSivida Limited (NASDAQ:PSDV, ASX:PSD, Xetra:PSI)
today announced
that it has
entered into an agreement with its principal institutional lender, Sandell
Asset Management Corp. (Sandell)
whereby
Sandell
has agreed to close the December 29th,
2006
amendment to the Convertible Loan which was announced on January 2nd,
2007
and, in conjunction with the closing, pSivida has issued an irrevocable
redemption notice for the entire balance of the convertible loan. Sandell has
extended the forbearance agreement until April 7, 2007 to facilitate the prompt
closing of that agreement.
pSivida
will issue warrants to Sandell to acquire 4,000,000 American Depository Shares
(ADSs) with an exercise price of US$2.00 per ADS, as previously agreed. pSivida
has issued a redemption notice for the entire convertible loan pursuant to
which
the outstanding balance of the loan will be repaid in early June 2007. In
connection with the redemption, as required by the terms of the loan, pSivida
will issue warrants to acquire 2,341,347 ADSs. pSivida will also issue to
Sandell warrants to acquire 4,000,000 ADSs with an exercise price of US$1.57
per
ADS and warrants to acquire 1,000,000 ADSs with an exercise price of US$1.95
per
ADS. All issued warrants will have an exercise term of 5 years.
“This
agreement enables pSivida to move forward with a much simpler capital structure
facilitating the company’s future development” said Dr. Paul Ashton, Managing
Director, pSivida Limited.
THIS
RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION TO BUY ANY
SECURITIES.
-ENDS-
Released
by:
|
pSivida
Limited
Brian
Leedman
Director
of 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
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 liver and pancreatic cancers.
pSivida’s
intellectual property portfolio consists of 71 patent families, 99 granted
patents, including patents accepted for issuance, and over 300 patent
applications.
pSivida
conducts its operations from 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, including the risk that we may not enter into a favorable
agreement with a global pharmaceutical company; or may not successfully
commercialize our products currently under development; the risk that our
evaluation agreements for our products may not produce favorable results and/or
result in license agreements; and the risk that we will be unable to repay
all
amounts outstanding under our convertible notes or other liabilities. 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 risk factors 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.