UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2013
Commission File Number
Novogen Limited
(Translation of registrant’s name into English)
16-20 Edgeworth David Ave, Hornsby, NSW 2077, 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 x Form 40-F ¨
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): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark if 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 x
If “yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)
SIGNATURE
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) |
Lionel Mateo |
| Lionel Mateo |
| Company Secretary |
| Date 6 December 2013 |
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 30/09/01 Amended 01/01/11
Name of entityNovogen Limited (“Novogen”)
ABN37 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 | Dr Andrew Heaton | |
| Date of last notice | 21/11/2013 | |
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
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct | |
Nature of indirect interest (including registered holder) | n/a | |
Note: Provide details of the circumstances giving rise to the relevant interest. | ||
| Date of change | 1. 02/12/13 | |
2. 03/12/13 | ||
3. 03/12/13 | ||
4. 04/12/13 | ||
5. 04/12/13 | ||
6. 04/12/13 | ||
| No. of securities held prior to change | 7,165,436 | |
| Class | Ordinary shares | |
| Number acquired | n/a | |
| Number disposed | 1. 125,000 | |
2. 125,000 | ||
3. 3,500 | ||
4. 100,000 | ||
5. 50,000 | ||
6. 50,000 | ||
| ||
| Total: 453,500 | ||
| ||
| + | See chapter 19 for defined terms. |
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director’s Interest Notice
| Value/Consideration | 1. $ 0.2300 each | |
Note: If consideration is non-cash, provide details and estimated valuation | 2. $ 0.2250 each | |
3. $ 0.2300 each | ||
4. $ 0.2250 each | ||
5. $ 0.2250 each | ||
6. $ 0.2300 each | ||
| No. of securities held after change | 6,711,936 | |
| Nature of change | On-market trade | |
Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | ||
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| 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 | ||
| + | See chapter 19 for defined terms. |
| Appendix 3Y Page 2 | 01/01/2011 |
Appendix 3Y
Change of Director’s Interest Notice
Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? | ||
| If so, was prior written clearance provided to allow the trade to proceed during this period? | ||
| If prior written clearance was provided, on what date was this provided? | ||
| + | See chapter 19 for defined terms. |
01/01/2011 Appendix 3Y Page 3
NOVOGEN LIMITED (NASDAQ: NVGN) |  | |
MARKET RELEASE
6 December 2013
COMPANY SECRETARY RESIGNATION
Novogen Limited wishes to announce the resignation of Mr Andrew Bursill as Joint Company Secretary, effective immediately.
Mr Lionel Mateo continues to serve as Company Secretary.
For further information please contact:
Dr Graham Kelly, Chief Executive Officer
Tel: 61 2 9476 0344
Fax: 61 2 9476 0388
Graham.Kelly@novogen.com
NOVOGEN LTD – ACN 063 259 754
16-20 Edgeworth David Ave, Hornsby, NSW, 2077
P: +61 (0) 2 9476 0344 - F: +61 (0) 2 9476 0388
www.novogen.com