UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Information To Be Included in Statements Filed Pursuant to Rules 13d-1(a) and
Amendments Thereto Filed Pursuant to 13d-2(a)
(Amendment No. 1)*
Chief Financial Officer
Novogen Limited
140 Wicks Road
North Ryde, New South Wales 2113
Australia
Tel: 61-2-9878-0088
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 572322303 | 13D | Page | 2 | of | 9 | Pages |
(1) | NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Novogen Limited | ||||||||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
(3) | SEC USE ONLY | ||||||||||
(4) | SOURCE OF FUNDS* | ||||||||||
OO | |||||||||||
(5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
(6) | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Novogen Limited is organized under the laws of Australia | |||||||||||
(7) | SOLE VOTING POWER | ||||||||||
NUMBER OF | 5,240,829 | ||||||||||
SHARES | (8) | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | (9) | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 5,240,829 | ||||||||||
WITH | (10) | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
5,240,829 | |||||||||||
(12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
71.3% | |||||||||||
(14) | TYPE OF REPORTING PERSON | ||||||||||
CO |
CUSIP No. | 572322303 | 13D | Page | 3 | of | 9 | Pages |
CUSIP No. | 572322303 | 13D | Page | 4 | of | 9 | Pages |
CUSIP No. | 572322303 | 13D | Page | 5 | of | 9 | Pages |
Name | Number of Shares of Common Stock: | Percent of Common Stock: | ||||||
Novogen | 5,240,829 | 71.3 | % | |||||
Josiah T. Austin | 461,184 | 6.2 | % | |||||
William D. Rueckert | 2,085 | Less than 1% | ||||||
Peter D.A. Scutt | 0 | 0 | ||||||
Ross C. Youngman | 0 | 0 | ||||||
Peter R. White | 0 | 0 | ||||||
Mark Hinze | 0 | 0 | ||||||
Craig Kearney | 0 | 0 | ||||||
Ron Erratt | 0 | 0 |
CUSIP No. | 572322303 | 13D | Page | 6 | of | 9 | Pages |
Exhibit 1 | Asset Purchase Agreement, dated as of December 21, 2010, by and among Marshall Edwards, Inc., Novogen Research Pty Limited and Novogen Limited (incorporated by reference to Exhibit 2.1 to Marshall Edwards, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2010 (File No. 000-50484). | |
Exhibit 2 | Voting Agreement, dated as of December 21, 2010, by and among Marshall Edwards, Inc. and Novogen Limited (incorporated by reference to Exhibit 99.1 to Marshall Edwards, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2010 (File No. 000-50484). |
CUSIP No. | 572322303 | 13D | Page | 7 | of | 9 | Pages |
NOVOGEN LIMITED | ||||
By: | /s/ Ron Erratt | |||
Name: | Ron Erratt | |||
Title: | Company Secretary |
CUSIP No. | 572322303 | 13D | Page | 8 | of | 9 | Pages |
Exhibit 1 | Asset Purchase Agreement, dated as of December 21, 2010, by and among Marshall Edwards, Inc., Novogen Research Pty Limited and Novogen Limited (incorporated by reference to Exhibit 2.1 to Marshall Edwards, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2010 (File No. 000-50484). | |
Exhibit 2 | Voting Agreement, dated as of December 21, 2010, by and among Marshall Edwards, Inc. and Novogen Limited (incorporated by reference to Exhibit 99.1 to Marshall Edwards, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2010 (File No. 000-50484). |
CUSIP No. | 572322303 | 13D | Page | 9 | of | 9 | Pages |
Principal | ||||||||
Name | Position | Occupation | Business Address | Citizenship | ||||
William D. Rueckert | Non-Executive Chairman of the Board of Directors | Managing Member, Oyster Management Group, LLC | 140 Wicks Road North Ryde, NSW 2113 Australia | United States | ||||
Josiah T. Austin | Non-Executive Director | Managing Member, El Coronado Holdings, LLC | 140 Wicks Road North Ryde, NSW 2113 Australia | United States | ||||
Peter D.A. Scutt | Non-Executive Director | Business Consultant | 140 Wicks Road North Ryde, NSW 2113 Australia | Australia | ||||
Ross C. Youngman | Non-Executive Director | Chief Executive Officer, Five Oceans Asset Management | 140 Wicks Road North Ryde, NSW 2113 Australia | Australia | ||||
Peter R. White | Non-Executive Director | Banking Executive | 140 Wicks Road North Ryde, NSW 2113 Australia | United States |
Name | Position | Business Address | Citizenship | |||
Mark Hinze | Chief Financial Officer | 140 Wicks Road North Ryde, NSW 2113 Australia | Australia | |||
Craig Kearney | General Manager Consumer Business | 140 Wicks Road North Ryde, NSW 2113 Australia | Australia | |||
Ron Erratt | Company Secretary | 140 Wicks Road North Ryde, NSW 2113 Australia | Australia |