-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EBaSXORIGNMBkGnQ5mvnYFyvnaTRX7/2XlieE4OVNq6AFMpM5m2kMj5JdX0yDvKs hXhwSNqsL9zmwEJtFr5M6w== 0000943663-06-000014.txt : 20060118 0000943663-06-000014.hdr.sgml : 20060118 20060118171239 ACCESSION NUMBER: 0000943663-06-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060118 DATE AS OF CHANGE: 20060118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVOGEN LTD CENTRAL INDEX KEY: 0001075880 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50612 FILM NUMBER: 06536182 BUSINESS ADDRESS: STREET 1: 140 WICKS RD STREET 2: NORTH RYDE CITY: NEW SOUTH WALES 2113 STATE: C3 ZIP: 2113 BUSINESS PHONE: 01161298780088 MAIL ADDRESS: STREET 1: 107 NORTH RYDE CITY: SYDNEY STATE: C3 ZIP: 1670 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AUSTIN JOSIAH T CENTRAL INDEX KEY: 0000932267 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: EL CORANADO RANCH STREET 2: STAR ROUTE BOX 395 CITY: PEARCE STATE: AZ ZIP: 85625 BUSINESS PHONE: 520-624-8229 MAIL ADDRESS: STREET 1: EL CORONADO RANCH STREET 2: 12626 TURKEY CREEK ROAD CITY: PEARCE STATE: AZ ZIP: 85625 SC 13D/A 1 nvgn13dno3.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 

NOVOGEN LIMITED
(Name of Issuer)

 

Sponsored ADR (each convertible into 5 Ordinary Shares)
(Title of Class of Securities)

 

67010F103
(CUSIP Number)

 

David J. Harris, Esq., 1775 I Street, N.W. Washington, D.C. 20006 (202) 261-3385
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 11, 2006
(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).

 

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Josiah T. Austin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO and WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 9; [_]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

29,000 Sponsored ADRs (representing 145,000 ordinary shares)

8

SHARED VOTING POWER

1,714,820 Sponsored ADRs (representing 8,574,100 ordinary shares)
 

9

SOLE DISPOSITIVE POWER

29,000 Sponsored ADRs (representing 145,000 ordinary shares)
 

10

SHARED DISPOSITIVE POWER

1,714,820 Sponsored ADRs (representing 8,574,100 ordinary shares)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,743,820 Sponsored ADRs (representing 8,719,100 ordinary shares)

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES; [_]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.98%

14

TYPE OF REPORTING PERSON

IN

 

 

 

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

El Coronado Holdings, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

OO and WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 9; [_]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Arizona

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

0
 

8

SHARED VOTING POWER

1,714,820 Sponsored ADRs (representing 8,574,100 ordinary shares)
 

9

SOLE DISPOSITIVE POWER

0
 

10

SHARED DISPOSITIVE POWER

1,714,820 Sponsored ADRs (representing 8,574,100 ordinary shares)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,714,820 Sponsored ADRs (representing 8,574,100 ordinary shares)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 9; [_]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.84%

14

TYPE OF REPORTING PERSON

HC

ITEM 1. Security and Issuer.

This Amendment No. 3 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 12626 Turkey Creek Road, Pearce, Arizona 85625 (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. 3 is $3,815,873.88 The Ordinary Shares herein reported as being beneficially owned by the Reporting Persons were acquired in the following manner:

(1) Acting in his personal capacity, Austin purchased on January 3, 2006, 1,800 Sponsored ADRs (representing 9,000 Ordinary Shares) in open market transactions for consideration (exclusive of brokers' commissions) of $32,364. The primary source of funds for this purchase was existing personal funds.

(2) Austin is the sole managing Member of ECH. Acting on behalf of ECH, Austin purchased from October 18, 2005 to January 18, 2006 a total of 204,659 Sponsored ADRs (representing 1,023,295 Ordinary Shares) in open market transactions for aggregate consideration (exclusive of brokers' commissions) of $3,779,913.88. 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.

(3) Acting on behalf of the Josiah Zane Sylvester Trust, in his capacity as Trustee, Austin purchased on January 3, 2006, a total of 100 Sponsored ADRs (representing 500 Ordinary Shares) in open market transactions for aggregate consideration (exclusive of brokers' commissions) of $1,798. The primary source of funds for these purchases was existing funds of the Trust.

(4) Acting on behalf of the Anna Lake Elias Trust, in his capacity as Trustee, Austin purchased on January 3, 2006, a total of 100 Sponsored ADRs (representing 500 Ordinary Shares) in open market transactions for aggregate consideration (exclusive of brokers' commissions) of $1,798. The primary source of funds for these purchases was existing funds of the Trust.

All dollar amounts are in United States dollars.

ITEM 5. Interest in Securities of the Issuer.

(a) Austin is the beneficial owner of 1,743,820 Sponsored ADRs (representing 8,719,100 Ordinary Shares, which is 8.98% based on the 97,045,662 Ordinary Shares outstanding as reported in the Company's Form 20-F, filed on December 23, 2005) in his personal capacity, as Trustee for certain family trusts and as sole Managing Member of ECH. ECH is the beneficial owner of 1,714,820 Sponsored ADRs (representing 8,574,100 Ordinary Shares, which is 8.84% based on the 97,045,662 Ordinary Shares outstanding as reported in the Company's Form 20-F, filed on December 23, 2005).

(b) Austin has the sole power to vote or to direct the vote or to dispose or to direct the disposition of 29,000 Sponsored ADRs (representing 145,000 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 1,714,820 Sponsored ADRs (representing 8,574,100 ordinary shares) held by ECH.

(c) In the preceding 60 days, ECH purchased an aggregate of 117,500 Sponsored ADRs (representing 587,500 Ordinary Shares) in the following transactions, each of which was made in a broker's transaction in the open market.

Date

Transaction

No. of ADRs (Ordinary Shares)

Price Per ADR

11/11/05

Purchase

 700 (3,500)

$20.00

11/28/05

Purchase

 16,000 (80,000)

$21.84

12/20/05

Purchase

 2,000 (10,000)

$18.304

12/21/05

Purchase

 2,000 (10,000)

$18.301

12/22/05

Purchase

 2,000 (10,000)

$17.95

12/22/05

Purchase

 2,000 (10,000)

$18.108

12/23/05

Purchase

 10,000 (50,000)

$17.89

12/23/05

Purchase

 2,000 (10,000)

$17.90

12/27/05

Purchase

 20,100 (100,500 )

$17.83

12/27/05

Purchase

 2,000 (10,000)

$17.77

12/28/05

Purchase

 2,000 (10,000)

$18.35

12/29/05

Purchase

 2,000 (10,000)

$18.238

12/30/05

Purchase

 3,000 (15,000)

$17.94

12/30/05

Purchase

 2,000 (10,000)

$18.084

1/3/06

Purchase

 2,000 (10,000)

$18.187

1/4/06

Purchase

 2,000 (10,000)

$18.183

1/5/06

Purchase

 2,000 (10,000)

$18.304

1/6/06

Purchase

 14,000 (70,000)

$17.92

1/6/06

Purchase

 2,000 (10,000)

$18.01

1/9/06

Purchase

 2,000 (10,000)

$18.04

1/10/06

Purchase

 4,000 (20,000)

$17.99

1/11/06

Purchase

 8,000 (40,000)

$17.90

1/11/06

Purchase

 2,000 (10,000)

$17.909

1/12/06

Purchase

 2,900 (14,500)

$17.680

1/12/06

Purchase

 2,000 (10,000)

$17.774

1/13/06

Purchase

 2,000 (10,000)

$17.663

1/17/06

Purchase

 2,300 (11,500)

$17.57

1/17/06

Purchase

 2,000 (10,000)

$17.55

1/18/06

Purchase

 500 (2,500)

$17.40

In the preceding 60 days, on January 3, 2006: (1) acting in his personal capacity, Austin purchased an aggregate of 1,800 Sponsored ADRs (representing 9,000 Ordinary Shares) at $17.98 per ADR; (2) acting on behalf of the Josiah Zane Sylvester Trust in his capacity as Trustee, Austin purchased an aggregate of 100 Sponsored ADRs (representing 500 Ordinary Shares) at $17.98 per ADR; and (3) acting on behalf of the Anna Lake Elias Trust in his capacity as Trustee, Austin purchased 100 Sponsored ADRs (representing 500 Ordinary Shares) at $17.98 per ADR. Each of the above purchases was made in a broker's transaction in the open market.

(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.

(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.

 

Date: January 18, 2006

  /s/  Josiah T. Austin             
 

Josiah T. Austin,
Individually and as Sole Managing Member of
El Coronado Holdings LLC

 

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