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
16, 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: April 11, 2007 Cleansing Statement - Notice Under Section
708A of
the Corporations Act 2001 (Cth)
(Act)
|
11
April
2007
The
Company Announcements Office
Australian
Securities Exchange
Exchange
Centre, 20 Bridge Street
SYDNEY
NSW 2000
Dear
Sir/Madam
pSivida
Limited (pSivida) - Notice Under Section 708A of the Corporations Act 2001
(Cth)
(Act)
As
previously announced to the Australian Securities Exchange (ASX),
pSivida has issued 36,113,876 fully paid ordinary shares (Shares),
by
way of
private placement, issued on 4 and 5 April 2007 and following the
conversion of certain unlisted convertible notes, pSivida has issued an
aggregate of 3,086,430 fully paid ordinary shares (Shares),
issued
as 308,643 American Depositary Shares on 5 April 2007.
The
Shares have been issued without disclosure under Part 6D.2 of the Act, and
pSivida gives this notice under section 708A(5)(e) of the Act.
pSivida
confirms in relation to the issue of the Shares that, as at the date of this
notice:
| (a) |
pSivida
has complied with the provisions of Chapter 2M of the Act as they
apply to
pSivida;
|
| (b) |
pSivida
has complied with section 674 of the Act;
and
|
| (c) |
there
is no excluded information within the meaning of sections 708A(7)
and
708A(8) of the Act.
|
Yours
faithfully
Aaron
Finlay
Company
Secretary
 |
pSivida
Limited
Level
12 BGC Centre, 28 The Esplanade, Perth WA 6000 Australia
T
+61
8 9226 5099 F
+61
8 9226 5499
E
pSivida@pSivida.com W
www.pSivida.com
ABN
78 009 232 026
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