UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR I5d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| For the month of | September , 2003 |
Novogen Limited
(Translation of registrant’s name into English)
140 Wicks Road, North Ryde, NSW, 2113, Australia
(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ü Form 40-F
[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 No
[If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2 (b): 82- ______.1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Novogen Limited (Registrant) | ||||||
Date 26 September, 2003 | By |  | ||||
| *Print the name and title under the signature of the signing officer | Ronald Lea Erratt Company secretary |
GENERAL INSTRUCTIONS
A. Rule as to Use of Form 6-K.
This form shall be used by foreign private issuers which are required to furnish reports pursuant to Rule l3a-16 or 15d-16 under the Securities Exchange Act of 1934.
B. Information and Document Required to be Furnished.
Subject to General Instruction D herein, an issuer furnishing a report on this form shall furnish whatever information, not required to be furnished on Form 40-F or previously furnished. such issuer (i) makes or is required to make public pursuant to the law of the jurisdiction of its domicile or in which it is incorporated or organized, or (ii) files or is required to file with a stock exchange on which its securities are traded and which was made public by that exchange, or (iii) distributes or is required to distribute to its security holders.
The information required to be furnished pursuant to (i) (ii) or (iii) above is that which is material with respect to the issuer and its subsidiaries concerning: changes in business; changes in management or control; acquisitions or dispositions of assets; bankruptcy or receivership; changes in registrant’s certifying accountants; the financial condition and results of operations; material legal proceedings; changes in securities or in the security for registered securities; defaults upon senior securities; material increases or decreases in the amount outstanding of securities or indebtedness; the results of the submission of matters to a vote of security holders; transactions with directors, officers or principal security holders; the granting of options or payment of other compensation to directors or officers; and any other information which the registrant deems of material importance to security holders.
This report is required to be furnished promptly after the material contained in the report is made public as described above. The information and documents furnished in this report shall not be deemed to be “filed” for the purposes of Section I8 of the Act or otherwise subject to the liabilities of that section.
If a report furnished on this form incorporates by reference any information not previously filed with the Commission, such information must be attached as an exhibit and furnished with the form.
C. Preparation and Filing of Report.
This report shall consist of a cover page, the document or report furnished by the issuer, and a signature page. Eight complete copies of each report on this form shall be deposited with the Commission. At least one complete copy shall be filed with each United States stock exchange on which any security of the registrant is listed and registered under Section 12(b) of the Act. At least one of the copies deposited with the Commission and one filed with each such exchange shall be manually signed. Unsigned copies shall be conformed.
D. Translations of Papers and Documents into English.
Reference is made to Rule 12b-l2(d) [17 CFR 240.l2b-12(d)]. Information required to be furnished pursuant to General Instruction B in the form of press releases and all communications or materials distributed directly to security holders of each class of securities to which any reporting obligation under Section 13(a) or 15(d) of the Act relates shall be in the English language. English versions or adequate summaries in the English language of such materials may be furnished in lieu of original English translations.
Notwithstanding General Instruction B, no other documents or reports, including prospectuses or offering circulars relating to entirely foreign offerings, need be furnished unless the issuer otherwise has prepared or caused to be prepared English translations, English versions or summaries in English thereof. If no such English translations. versions or summary have been prepared, it will be sufficient to provide a brief description in English of any such documents or reports. In no event are copies of original language documents or reports required to be furnished.
2
Appendix 3B
New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.
Name of entity
ABN
We (the entity) give ASX the following information.
Part 1 — All issues
You must complete the relevant sections (attach sheets if there is not enough space).
| 1 | +Class of +securities issued or to be issued | Ordinary | ||
| 2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued | 740,078 | ||
| 3 | Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) | Options issued under the Novogen Limited Employee Option Scheme now exercised; 700,000 @ $2.91 each expiring 24/9/03; and 16,848 @ 2.84 each expiring 26/3/04: and 23,230 @ $1.53 each expiring 10/08/06 | ||
| 11/3/2002 | Appendix 3B Page 1 |
Appendix 3B
New issue announcement
| 4 | Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? | Yes | ||
| If the additional securities do not rank equally, please state: |
| • | the date from which they do | |
| • | the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment | |
| • | the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
| 5 | Issue price or consideration | $2,120,390.22 | ||
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | |||
| 7 | Dates of entering +securities into uncertificated holdings or despatch of certificates | To 24 September, 2003 | ||
| Number | +Class | |||||
| 8 | Number and +class of all +securities quoted on ASX (includingthe securities in clause 2 if applicable) | 96,351,863 | Ord | |||
| Appendix 3B Page 2 | 11/3/2002 |
Appendix 3B
New issue announcement
| Number | +Class | |||||
| 9 | Number and +class of all +securities not quoted on ASX (includingthe securities in clause 2 if applicable) | 1,704,195 | Unlisted options with various exercise dates. | |||
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | |||||
Part 2 — Bonus issue or pro rata issue
| 11 | Is security holder approval required? | |||||
| 12 | Is the issue renounceable or non-renounceable? | |||||
| 13 | Ratio in which the +securities will be offered | |||||
| 14 | +Class of +securities to which the offer relates | |||||
| 15 | +Record date to determine entitlements | |||||
| 16 | Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? | |||||
| 17 | Policy for deciding entitlements in relation to fractions | |||||
| 18 | Names of countries in which the entity has +security holders who will not be sent new issue documents | |||||
| Note: Security holders must be told how their entitlements are to be dealt with. | ||||||
| Cross reference: rule 7.7. | ||||||
| 19 | Closing date for receipt of acceptances or renunciations | |||||
+See chapter 19 for defined terms.
| 11/3/2002 | Appendix 3B Page 3 |
Appendix 3B
New issue announcement
| 20 | Names of any underwriters | |||||
| 21 | Amount of any underwriting fee or commission | |||||
| 22 | Names of any brokers to the issue | |||||
| 23 | Fee or commission payable to the broker to the issue | |||||
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders | |||||
| 25 | If the issue is contingent on +security holders’ approval, the date of the meeting | |||||
| 26 | Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled | |||||
| 27 | If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders | |||||
| 28 | Date rights trading will begin (if applicable) | |||||
| 29 | Date rights trading will end (if applicable) | |||||
| 30 | How do +security holders sell their entitlementsin full through a broker? | |||||
| 31 | How do +security holders sellpartof their entitlements through a broker and accept for the balance? | |||||
+See chapter 19 for defined terms.
| Appendix 3B Page 4 | 11/3/2002 |
Appendix 3B
New issue announcement
| 32 | How do +security holders dispose of their entitlements (except by sale through a broker)? | |||||
| 33 | +Despatch date | |||||
Part 3 — Quotation of securities
You need only complete this section if you are applying for quotation of securities
| 34 | Type of securities (tick one) | |||
| (a) | ü | Securities described in Part 1 | ||
| (b) | o | All other securities | ||
| Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities | ||||
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
(If the additional securities do not form a new class, go to 43)
Tick to indicate you are providing the information or documents
| 35 | o | If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders | ||
| 36 | o | If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories | ||
| 1 — 1,000 | ||||
| 1,001 — 5,000 | ||||
| 5,001 — 10,000 | ||||
| 10,001 — 100,000 | ||||
| 100,001 and over | ||||
| 37 | o | A copy of any trust deed for the additional +securities |
(now go to 43)
+See chapter 19 for defined terms.
| 11/3/2002 | Appendix 3B Page 5 |
Appendix 3B
New issue announcement
Entities that have ticked box 34(b)
| 38 | Number of securities for which +quotation is sought | |||||
| 39 | Class of +securities for which quotation is sought | |||||
| 40 | Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? | |||||
| If the additional securities do not rank equally, please state: | ||||||
| • | the date from which they do | |||||
| • | the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment | |||||
| • | the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment |
| 41 | Reason for request for quotation now | |||||
| Example: In the case of restricted securities, end of restriction period | ||||||
| (if issued upon conversion of another security, clearly identify that other security) | ||||||
| Number | +Class | |||||
| 42 | Number and +class of all +securities quoted on ASX (includingthe securities in clause 38) | |||||
(now go to 43)
+See chapter 19 for defined terms.
| Appendix 3B Page 6 | 11/3/2002 |
Appendix 3B
New issue announcement
All entities
Fees
| 43 | Payment method (tick one) | |||
| o | Cheque attached | |||
| o | Electronic payment made | |||
| Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time. | ||||
| ü | Periodic payment as agreed with the home branch has been arranged | |||
| Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities. | ||||
Quotation agreement
| 1 | +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. | |
| 2 | We warrant the following to ASX. |
| • | The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. | ||
| • | There is no reason why those +securities should not be granted +quotation. | ||
| • | An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. | ||
| Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty | |||
| • | Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted. | ||
| • | We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided at the time that we request that the +securities be quoted. | ||
| • | If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. | ||
+See chapter 19 for defined terms.
| 11/3/2002 | Appendix 3B Page 7 |
Appendix 3B
New issue announcement
| 3 | We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. | |
| 4 | We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. |
| Sign here: | Date: 25 September, 2003 | |||
| (Company Secretary) | ||||
| Print name: | RONALD LEA ERRATT |
== == == == ==
+See chapter 19 for defined terms.
| Appendix 3B Page 8 | 11/3/2002 |
Appendix 3Y
Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/9/2001.
| Name of entity | NOVOGEN LIMITED | |
| ABN | 37 063 259 754 | |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | CHRISTOPHER NAUGHTON | |
| Date of last notice | 24 January, 2002 | |
Part 1 — Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
| Direct or indirect interest | Direct | |
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest | Registered holder | |
| Date of change | 24 September, 2003 | |
| No. of securities held prior to change | 138,100 shares | |
| Class | Ordinary | |
| Number acquired | 700,000 shares | |
| Number disposed | 191,500 | |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation | $950,820.60 | |
| No. of securities held after change | 646,600 | |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | Exercise of options (expiring 24 September, 2003) issued under the Novogen Limited Employee Share Option Plan, approved by the AGM of Novogen Limited on 24 September, 1998. | |
| 30/9/2001 | Appendix 3Y Page 1 |
Appendix 3Y
Change of Director’s Interest Notice
Part 2 – Change of director’s interests in contracts
| Detail of contract | ||
| Nature of interest | ||
| Name of registered holder (if issued securities) | ||
| Date of change | ||
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed | ||
| Interest acquired | ||
| Interest disposed | ||
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation | ||
| Interest after change | ||
25 September, 2003
| Appendix 3Y Page 2 | 30/9/2001 |