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 October 2005
Commission
File Number 000-51122
pSivida
Limited
(Translation
of registrant’s name into English)
Level
12
BGC Centre
28
The
Esplanade
Perth
WA
6000
(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- ___.
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:
October 4, 2005 |
|
|
| |
|
|
| |
pSivida
Limited |
|
|
|
| |
By: |
/s/ Aaron
Finlay |
| |
Aaron
Finlay |
| |
Chief
Financial Officer and Company
Secretary |
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
Merger
Agreement, dated October 3, 2005, among pSivida Limited, pSivida
Inc., and
Control Delivery Systems Inc.
|
THE
MERGER AGREEMENT IS BEING FILED AS AN EXHIBIT TO THIS REPORT OF FOREIGN ISSUER
ON FORM 6-K TO PROVIDE INVESTORS WITH INFORMATION REGARDING ITS TERMS. THE
MERGER AGREEMENT CONTAINS REPRESENTATIONS AND WARRANTIES THAT PSIVIDA LIMITED,
PSIVIDA INCORPORATED, AND CONTROL DELIVERY SYSTEMS, INC. MADE TO EACH OTHER
AS
OF THE DATE OF THE MERGER AGREEMENT OR OTHER SPECIFIC DATES, AND SUCH
REPRESENTATIONS AND WARRANTIES SHOULD NOT BE RELIED UPON BY ANY OTHER PERSON.
THE ASSERTIONS EMBODIED IN THOSE REPRESENTATIONS ARE QUALIFIED BY INFORMATION
IN
CONFIDENTIAL DISCLOSURE SCHEDULES THAT THE PARTIES HAVE EXCHANGED IN CONNECTION
WITH SIGNING THE MERGER AGREEMENT. THE DISCLOSURE SCHEDULES CONTAIN INFORMATION
THAT MODIFIES, QUALIFIES AND CREATES EXCEPTIONS TO THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN THE MERGER AGREEMENT. THE PARTIES RESERVE THE RIGHT
TO,
BUT ARE NOT OBLIGATED TO, REVISE THE MERGER AGREEMENT OR THE DISCLOSURE
SCHEDULES. ACCORDINGLY, INVESTORS SHOULD NOT RELY ON THE REPRESENTATIONS
AND
WARRANTIES AS CHARACTERIZATIONS OF THE ACTUAL STATE OF FACTS OR FOR ANY OTHER
PURPOSE AT THE TIME THEY WERE MADE OR OTHERWISE.