SC 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
NOVOGEN LIMITED
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(Name of Issuer)
Sponsored ADR (each convertible into 5 Ordinary Shares)
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(Title of Class of Securities)
67010F103
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(CUSIP Number)
David J. Harris, Esq., 1775 I Street, N.W. Washington, D.C. 20006 (202) 261-3385
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 21, 2007
_____________________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
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(b)(3) or (4), check the following box [ ].
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).
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1 |
NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Josiah T. Austin |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS OO and WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
38,400 Sponsored ADRs (representing 192,000 ordinary shares) |
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8 |
SHARED VOTING POWER
2,477,845 Sponsored ADRs (representing 12,389,225 ordinary shares) |
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9 |
SOLE DISPOSITIVE POWER
38,400 Sponsored ADRs (representing 192,000 ordinary shares) |
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10 |
SHARED DISPOSITIVE POWER
2,477,845 Sponsored ADRs (representing 12,389,225 ordinary shares) |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,516,245 Sponsored ADRs (representing 12,581,225 ordinary shares) |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.93% |
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14 |
TYPE OF REPORTING PERSON
IN |
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1 |
NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON El Coronado Holdings, L.L.C. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS OO and WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Arizona |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
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8 |
SHARED VOTING POWER
2,477,845 Sponsored ADRs (representing 12,389,225 ordinary shares) |
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9 |
SOLE DISPOSITIVE POWER
0 |
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10 |
SHARED DISPOSITIVE POWER
2,477,845 Sponsored ADRs (representing 12,389,225 ordinary shares) |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,477,845 Sponsored ADRs (representing 12,389,225 ordinary shares) |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.73% |
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14 |
TYPE OF REPORTING PERSON
HC |
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ITEM 1. Security and Issuer.
This Amendment No. 6 to the Statement on Schedule 13D heretofore filed on November 18, 2004 is filed with respect to sponsored ADRs ("Sponsored ADRs"), each convertible into 5 ordinary shares ("Ordinary Shares") of Novogen Limited (the "Company"). The address of the Company is 140 Wicks Road, North Ryde, New South Wales 2113 C3 2113, 01161298780088. The Statement is being filed on behalf of Josiah T. Austin, a United States Citizen, and El Coronado Holdings, L.L.C. ("ECH"), an Arizona limited liability company whose principal place of business is 4673 Christopher Place, Dallas, Texas 75204 (collectively, the "Reporting Persons") to reflect the following amendments to Item 3 and Item 5.
ITEM 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended to include the following:
The total consideration (exclusive of brokers' commissions) for all Ordinary Shares subject to this Amendment No. 6 is $2,057,370.03.
The Ordinary Shares herein reported as being beneficially owned by the Reporting Persons were acquired in the following manner:
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(1) |
Austin is the sole managing Member of ECH. Acting on behalf of ECH, Austin purchased from March 23, 2007 to June 28, 2007 a total of 222,829 Sponsored ADRs (representing 1,114,145 Ordinary Shares) in open market transactions for aggregate consideration (exclusive of brokers' commissions) of $2,043,665.39. All purchases were made through various brokerage firms, and the primary source of the funding for these purchases was available funds of ECH and margin obtained under standard terms and conditions margin agreements. |
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(2) |
Acting on behalf of the Josiah Zane Sylvester 2006 Grandchild Gift Trust, in his capacity as Trustee, Austin purchased on June 14, 2007 a total of 250 Sponsored ADRs (representing 1,250 Ordinary Shares) in open market transactions for an aggregate consideration (exclusive of brokers' commissions) of $2,141.35. The primary source of funds for these purchases was existing funds of the Trust. |
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(3) |
Acting on behalf of the Mary Kathleen Lowery 2006 Grandchild Gift Trust, in his capacity as Trustee, Austin purchased on June 14, 2007 a total of 250 Sponsored ADRs (representing 1,250 Ordinary Shares) in open market transactions for an aggregate consideration (exclusive of brokers' commissions) of $2,141.35. The primary source of funds for these purchases was existing funds of the Trust. |
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(4) |
Acting on behalf of the Jackson Austin Lowery 2006 Grandchild Gift Trust, in his capacity as Trustee, Austin purchased on June 14, 2007 a total of 250 Sponsored ADRs (representing 1,250 Ordinary Shares) in open market transactions for an aggregate consideration (exclusive of brokers' commissions) of $2,141.35. The primary source of funds for these purchases was existing funds of the Trust. |
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(5) |
Acting on behalf of the Anna Lake Elias Trust dated 4/6/06, in his capacity as Trustee, Austin purchased on June 14, 2007 a total of 100 Sponsored ADRs (representing 500 Ordinary Shares) in open market transactions for an aggregate consideration (exclusive of brokers' commissions) of $856.54. The primary source of funds for these purchases was existing funds of the Trust. |
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(6) |
Acting on behalf of the Josiah Zane Sylvester Trust Under AZ Uniform TFRS to Minors Act, in his capacity as Trustee, Austin purchased on June 14, 2007 a total of 100 Sponsored ADRs (representing 500 Ordinary Shares) in open market transactions for an aggregate consideration (exclusive of brokers' commissions) of $856.54. The primary source of funds for these purchases was existing funds of the Trust. |
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(7) |
Acting on behalf of the Anna Lake Elias Trust Under AZ Uniform TFRS to Minors Act, in his capacity as Trustee, Austin purchased on June 14, 2007 a total of 650 Sponsored ADRs (representing 3,250 Ordinary Shares) in open market transactions for an aggregate consideration (exclusive of brokers' commissions) of $5,567.51. The primary source of funds for these purchases was existing funds of the Trust. |
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All dollar amounts are in United States dollars. |
ITEM 5. Interest in Securities of the Issuer.
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(a) |
Austin is the beneficial owner of 2,516,245 Sponsored ADRs (representing 12,581,225 Ordinary Shares, which is 12.93% based on the 97,294,054 Ordinary Shares outstanding as reported in the Company's Form 20-F, filed on November 29, 2006) as Trustee for certain family trusts and as sole Managing Member of ECH. ECH is the beneficial owner of 2,477,845 Sponsored ADRs (representing 12,389,225 Ordinary Shares, which is 12.73% based on the 97,294,054 Ordinary Shares outstanding as reported in the Company's Form 20-F, filed on November 29, 2006). |
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(b) |
Austin has the sole power to vote or to direct the vote or to dispose or to direct the disposition of 38,400 Sponsored ADRs (representing 192,000 ordinary shares). As the sole Managing Member of ECH, Austin shares with ECH the power to vote or to direct the vote or to dispose or to direct the disposition of the 2,477,845 Sponsored ADRs (representing 12,389,225 ordinary shares) held by ECH. |
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(c) |
No transactions in ADRs have been effected by the Reporting Persons during the last 60 days, except the following transactions, each of which was made in a broker's transaction in the open market. Prices do not include brokerage fees. |
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Date |
Reporting Person |
Transaction |
No. of ADRs |
Ordinary Shares |
Price per ADR |
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5/16/2007 |
Austin, on behalf of ECH |
Purchase |
13,875 |
69,375 |
$9.5633 |
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5/17/2007 |
Austin, on behalf of ECH |
Purchase |
5,000 |
25,000 |
$9.466 |
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5/21/2007 |
Austin, on behalf of ECH |
Purchase |
8,000 |
40,000 |
$9.2722 |
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5/23/2007 |
Austin, on behalf of ECH |
Purchase |
5,200 |
26,000 |
$9.1485 |
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5/24/2007 |
Austin, on behalf of ECH |
Purchase |
10,000 |
50,000 |
$9.11 |
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5/25/2007 |
Austin, on behalf of ECH |
Purchase |
7,200 |
36,000 |
$9.1081 |
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5/29/2007 |
Austin, on behalf of ECH |
Purchase |
1,900 |
9,500 |
$9.02 |
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5/30/2007 |
Austin, on behalf of ECH |
Purchase |
10,000 |
50,000 |
$9.2256 |
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6/1/2007 |
Austin, on behalf of ECH |
Purchase |
7,700 |
38,500 |
$9.6258 |
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6/6/2007 |
Austin, on behalf of ECH |
Purchase |
8,940 |
44,700 |
$9.1356 |
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6/7/2007 |
Austin, on behalf of ECH |
Purchase |
1,005 |
5,025 |
$9.1955 |
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6/8/2007 |
Austin, on behalf of ECH |
Purchase |
8,000 |
40,000 |
$9.3523 |
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6/12/2007 |
Austin, on behalf of ECH |
Purchase |
2,573 |
12,865 |
$9.1 |
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6/13/2007 |
Austin, on behalf of ECH |
Purchase |
10,000 |
50,000 |
$8.9324 |
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6/14/2007 |
Austin, on behalf of ECH |
Purchase |
4,000 |
20,000 |
$8.5506 |
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6/14/2007 |
Austin, on behalf of Josiah Zane Sylvester 2006 Grandchild Gift Trust |
Purchase |
250 |
1,250 |
$8.5654 |
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6/14/2007 |
Austin, on behalf of Mary Kathleen Lowery 2006 Grandchild Gift Trust |
Purchase |
250 |
1,250 |
$8.5654 |
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6/14/2007 |
Austin, on behalf of Jackson Austin Lowery 2006 Grandchild Gift Trust |
Purchase |
250 |
1,250 |
$8.5654 |
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6/14/2007 |
Austin, on behalf of Anna Lake Elias Trust dtd 4/6/06 |
Purchase |
100 |
500 |
$8.5654 |
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6/14/2007 |
Austin, on behalf of Josiah Zane Sylvester Trust Under AZ Uniform TFRS to Minors Act |
Purchase |
100 |
500 |
$8.5654 |
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6/14/2007 |
Austin, on behalf of Anna Lake Elias Trust Under AZ Uniform TFRS to Minors Act |
Purchase |
650 |
3,250 |
$8.5654 |
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6/18/2007 |
Austin, on behalf of ECH |
Purchase |
1,685 |
8,425 |
$8.3 |
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6/19/2007 |
Austin, on behalf of ECH |
Purchase |
10,800 |
54,000 |
$8.4678 |
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6/20/2007 |
Austin, on behalf of ECH |
Purchase |
15,244 |
76,220 |
$8.2048 |
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6/21/2007 |
Austin, on behalf of ECH |
Purchase |
4,183 |
20,915 |
$8.4768 |
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6/22/2007 |
Austin, on behalf of ECH |
Purchase |
7,000 |
35,000 |
$8.5974 |
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6/28/2007 |
Austin, on behalf of ECH |
Purchase |
24,100 |
120,500 |
$8.40 |
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(d) |
No person other than the Reporting Persons, has any right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. |
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(e) |
Not applicable. |
Signature
After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
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Date: July 2, 2007 |
/s/ Josiah T. Austin
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Josiah T. Austin, Individually and as Sole Managing Member of ECH |
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