Form: 6-K

Report of foreign issuer [Rules 13a-16 and 15d-16]

 

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              December, 2002

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   o

[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 o

[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           6 December, 2002   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

NOVOGEN LIMITED

ABN

063 259 754

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   Employee options issued under the Novogen Limited Employee share Option Plan – note that Directors have not participated in this issue
   
 
   
2   Number of +securities issued or to be issued (if known) or maximum number which may be issued   526,332
   



+ See chapter 19 for defined terms.
     
11/3/2002   Appendix 3B Page 1

 

 

Appendix 3B
New issue announcement

         
   
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)   Exercise price of $2.10 per option exerciseable progressively on or after 30 November, 2003 – with all to be exercised by 30 November, 2007 (131,583 vest on 30 November, 2003 – 131,583 vest on 30 November, 2004 – 131,583 vest on 30 November, 2005 – and the final 131,583 vest on 30 November 2006)
   



+ See chapter 19 for defined terms.

     
Appendix 3B Page 2   11/3/2002

 

 

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?
  		  Not applicable
    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    
   
 
   
6   Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)   Issue of options to eligible employees under the Novogen Limited Employee Option Plan – note Directors have not participated in this issue
   
 
   
7   Dates of entering +securities into uncertificated holdings or despatch of certificates    
   
 
   
        Number                +Class
   
8   Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)   95,412,714              Ordinary
   



+ See chapter 19 for defined terms.
     
11/3/2002   Appendix 3B Page 3

 

 

Appendix 3B
New issue announcement

             
       
        Number   +Class
       
9   Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)   2,207,663   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.
     
Appendix 3B Page 4   11/3/2002

 

 

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 entitlements in full through a broker?        
 
 
 
31   How do +security holders sell part of their entitlements through a broker and accept for the balance?        
 



+ See chapter 19 for defined terms.
     
11/3/2002   Appendix 3B Page 5

 

 

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.
     
Appendix 3B Page 6   11/3/2002

 

 

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 (including the securities in clause 38)        
 

(now go to 43)



+ See chapter 19 for defined terms.
     
11/3/2002   Appendix 3B Page 7

 

 

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.
     
Appendix 3B Page 8   11/3/2002

 

 

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: 5 December, 2002
    (Company Secretary)    

Print name:                       RONALD LEA ERRATT

== == == == ==



+ See chapter 19 for defined terms.
     
11/3/2002   Appendix 3B Page 9

 

 

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

NOVOGEN LIMITED

ABN

063 259 754

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   Options issued to a Consultant

     

       

     
2   Number of +securities issued or to be issued (if known) or maximum number which may be issued   37,200

     

       

     
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)   Exercise price of $2.10 per option with 9,300 exerciseable on or after 30 November, 2003 – and additional 9,300 exercisable on or after 30 November, 2004 – and an additional 9,300 exerciseable on or after 30 November, 2005 and an additional 9,300 exerciseable on or after 30 November, 2006 with all options to be exercised by 30 November 2007.

     
     
+ See chapter 19 for defined terms    

   
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?   Not applicable

       
    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    

     

       

     
6   Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)   Issue of options to a Consultant to the Company.

     

       

     
7   Dates of entering +securities into uncertificated holdings or despatch of certificates   5 June, 2002

     
             

     
        Number   +Class
       
8   Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)   95,412,714   Ordinary

     
     
+ See chapter 19 for defined terms    

   
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 (including the securities in clause 2 if applicable)   2,733,995   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 entitlements in full through a broker?    
       

       
       
31   How do +security holders sell part of 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 (including the 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: 5 December, 2002
    (Company Secretary)    

       
Print name:   RONALD LEA ERRATT    

== == == == ==

     
+ See chapter 19 for defined terms    

   
Appendix 3B Page 8   11/3/2002