SCHEDULE 13D
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CUSIP No.
67010F103
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Page
1
of
6
Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
NOVOGEN LIMITED
(Name of Issuer)
Common Stock
(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)
July 29, 2008
(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
o
.
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).
SCHEDULE 13D
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CUSIP No.
67010F103
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Page
2
of
6
Pages
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1
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NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Josiah T. Austin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO and WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
187,000 Ordinary Shares (represented by 37,400 Sponsored ADRs)
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8
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SHARED VOTING POWER
20,131,053 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 15,599,420 represented by 3,119,884 Sponsored ADRs)
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9
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SOLE DISPOSITIVE POWER
187,000 Ordinary Shares (represented by 37,400 Sponsored ADRs)
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10
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SHARED DISPOSITIVE POWER
20,131,053 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 15,599,420 represented by 3,119,884 Sponsored ADRs)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,318,053 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 15,786,420 Ordinary Shares represented by 3,157,284 Sponsored ADRs)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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14
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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CUSIP No.
67010F103
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Page
3
of
6
Pages
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1
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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
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO and WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
20,131,053 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 15,599,420 represented by 3,119,884 Sponsored ADRs)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
20,131,053 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 15,599,420 represented by 3,119,884 Sponsored ADRs)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,131,053 Ordinary Shares (4,531,633 of which are directly owned Ordinary Shares with the remaining 15,599,420 represented by 3,119,884 Sponsored ADRs)
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SCHEDULE 13D
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CUSIP No.
67010F103
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Page
4
of
6
Pages
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.71%
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14
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TYPE OF REPORTING PERSON
HC
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SCHEDULE 13D
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CUSIP No.
67010F103
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Page
5
of
6
Pages
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ITEM 1
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Security and Issuer
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This Amendment No. 9 to the Statement on Schedule 13D heretofore filed on November 18, 2004 is filed with respect to ordinary shares of common stock (“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.
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ITEM 3
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Source and Amount of Funds or Other Consideration
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Item 3 is amended to include the following:
The total consideration (exclusive of brokers’ commissions) for all Ordinary Shares subject to this Amendment No. 9 is $5,269,906.88. The Ordinary Shares herein reported as being beneficially owned by the Reporting Persons were acquired in the following manner:
Austin is the sole managing Member of ECH. Acting on behalf of ECH, Austin purchased on July 29, 2008 a total of 4,531,633 Ordinary Shares in a private transaction for aggregate consideration (exclusive of brokers’ commissions) of $5,269,906.88. The purchase was made pursuant to a share subscription agreement with the Company, and the primary source of the funding for this
purchase was available funds of ECH. All dollar amounts are in United States dollars.
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ITEM 5
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Interest in Securities of the Issuer
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(a) Austin is the beneficial owner of 20,318,053 Ordinary Shares ((4,531,633 of which are directly owned Ordinary Shares with the remaining 15,786,420 Ordinary Shares represented by 3,157,284 Sponsored ADRs), which is 19.9% based on the 102,125,894 Ordinary Shares outstanding as reported in the Company’s Form
6-K, filed on July 30, 2008) as Trustee for certain family trusts and as sole Managing Member of ECH. ECH is the beneficial owner of 20,131,053 Ordinary Shares ((4,531,633 of which are directly owned Ordinary Shares with the remaining 15,599,420 represented by 3,119,884 Sponsored ADRs), which is 19.71% based on the 102,125,894 Ordinary Shares outstanding as reported in the Company’s Form 6-K, filed on July 30, 2008).
(b) Austin has the sole power to vote or to direct the vote or to dispose or to direct the disposition of 187,000 Ordinary Shares (represented by 37,400 Sponsored ADRs). 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
20,131,053 Ordinary Shares ((4,531,633 of which are directly owned Ordinary Shares with the remaining 15,599,420 represented by 3,119,884 Sponsored ADRs) held by ECH.
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(c)
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Since September 11, 2007, Mr. Austin and ECH have effected the following transactions:
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(i)
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In October 2007, the Valerie Austin Trust, for which Mr. Austin served as Trustee, was terminated. As a result, Mr. Austin no longer controls the 1,000 Sponsored ADRs (representing 5,000 Ordinary Shares) held by the Valerie Austin Trust.
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(ii)
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On March 28, 2008, ECH purchased 7,000 Sponsored ADRs (representing 35,000 Ordinary Shares) in an open market transaction for aggregate consideration (exclusive of brokers’ commissions) of $34,729.00. The price was $4.897 per Sponsored ADR.
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(iii)
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On July 29, 2008, ECH purchased an aggregate of 4,531,633 Ordinary Shares through a private purchase with the Company. The price was $1.16 per Ordinary Share.
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SCHEDULE 13D
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CUSIP No.
67010F103
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Page
6
of
6
Pages
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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.
(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.