sc13g

/s/ Graham E. Kelly

Name: Graham E. Kelly

Bende Holdings Pty Ltd

/s/ Graham E. Kelly

Name: Graham E. Kelly
Title: Secretary

0000950133-04-000480.txt : 20040218 0000950133-04-000480.hdr.sgml : 20040218 20040218144742 ACCESSION NUMBER: 0000950133-04-000480 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040218 GROUP MEMBERS: BENDE HOLDINGS PTY LTD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLY GRAHAM E CENTRAL INDEX KEY: 0001273180 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MARSHALL EDWARDS INC STREET 2: 140 WICKS ROAD CITY: NORTH RYDE NSW STATE: C4 ZIP: 2113 BUSINESS PHONE: 01161288776196 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50612 FILM NUMBER: 04612926 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 SC 13G 1 w94373sc13g.htm SCHEDULE 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____*)¹

Novogen Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

Q 69941203

(Cusip Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1 (b)

o Rule 13d-1 (c)

x Rule 13d-1 (d)

¹ 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 in 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. Q 69941203	13G	Page 2 of 8



	1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Graham E. Kelly

	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

	3	SEC USE ONLY

	4	CITIZENSHIP OR PLACE OF ORGANIZATION Australia

Number of Shares Beneficially Owned by Each Reporting Person With
			5	SOLE VOTING POWER 1,625,154 shares

			6	SHARED VOTING POWER 6,505,538 shares

			7	SOLE DISPOSITIVE POWER 1,625,154 shares

			8	SHARED DISPOSITIVE POWER 6,505,538 shares

	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,130,692 shares

	10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o Not applicable.

	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.5%

	12	TYPE OF REPORTING PERSON* IN

CUSIP No. Q 69941203
13G Page 3 of 8

1 NAME OF REPORTING PERSON
Bende Holdings Pty Ltd
S.S. or I.R.S. Identification number of above person: None

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)o

(b)o

3 SEC USE ONLY

4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bende Holdings Pty Ltd is incorporated under the laws of Australia

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5 SOLE VOTING POWER
0 shares

6 SHARED VOTING POWER
6,505,538 shares

7 SOLE DISPOSITIVE POWER
0 shares

8 SHARED DISPOSITIVE POWER
6,505,538 shares

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,505,538 shares

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
Not applicable.

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.80%

12 TYPE OF REPORTING PERSON*
CO



CUSIP No. Q 69941203	13G	Page 4 of 8


Item 1.	(a)	Name of Issuer:

		Novogen Limited (the “Company”)

	(b)	Address of Issuer’s Principal Executive Offices:

		140 Wicks Road
		North Ryde, New South Wales 2113
		Australia

Item 2.	(a)	Name of Person Filing:

		This statement is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) between (i) Graham E. Kelly and ii) Bende Holdings Pty Ltd (“Bende Holdings”). Mr. Kelly is the controlling shareholder of Bende Holdings. The other shareholders of Bende Holdings are family members of Mr. Kelly.

	(b)	Address of Principal Business Office or, if None, Residence:

		Graham E. Kelly		140 Wicks Road
				North Ryde, New South Wales 2113
				Australia

		Bende Holdings		47 Coolawin Road
				Northbridge, New South Wales 2063
				Australia

	(c)	Citizenship:

		Graham E. Kelly is a citizen of Australia.

		Bende Holdings is incorporated under the laws of Australia.

	(d)	Title of Class of Securities:

		Ordinary Shares

	(e)	CUSIP Number:

		Q 69941203

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check whether the Person Filing is:

	(a)	o	Broker or dealer registered under Section 15 of the Exchange Act;

	(b)	o	Bank as defined in Section 3(a) (6) of the Exchange Act;

	(c)	o	Insurance company as defined in Section 3(a) (19) of the Exchange Act;



CUSIP No. Q 69941203	13G	Page 5 of 8


	(d)	o	Investment company registered under Section 8 of the Investment Company Act;

	(e)	o	An investment adviser in accordance with Rule 13-d-1(b) (1) (ii) (E);

	(f)	o	An Employee benefit plan or endowment fund in accordance with Rule 13-d-1(b) (1) (ii) (F);

	(g)	o	A parent holding company or control person in accordance with Rule 13-d-1(b) (1) (ii) (G);

	(h)	o	A Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

	(j)	o	Group, in accordance with Rule 13-d-1(b) (1) (ii) (J)

	Not applicable.

Item 4.	Ownership.

The following information is provided as of December 31, 2003:

Graham E. Kelly has sole voting and dispositive power with respect to i) 1,104,500 ordinary shares of the Company directly owned by him and ii) 520,654 shares held by several Australian superannuation funds of which Mr. Kelly has sole voting and dispositive power. Mr. Kelly has shared voting and dispositive power with respect to an aggregate of 6,505,538 ordinary shares of the Company held by Bende Holdings. Since Mr. Kelly is the controlling shareholder of Bende Holdings, Bende Holdings shares voting and dispositive power over these shares with Mr. Kelly.

Graham E. Kelly


(a)	Amount beneficially owned:

	8,130,692 shares (including 6,505,538 shares owned by Bende Holdings)

(b)	Percent of class:

	8.5%. The percentage is calculated based upon the total number of issued and outstanding shares of the Company as of September 1, 2003, as reflected in the Company’s Form 20-F filed December 23, 2003.

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote:

		1,625,154 shares

	(ii)	Shared power to vote or to direct the vote:



CUSIP No. Q 69941203	13G	Page 6 of 8


			6,505,538 shares

		(iii)	Sole power to dispose or to direct the disposition of:

			1,625,154 shares

		(iv)	Shared power to dispose or to direct the disposition of:

			6,505,538 shares

Bende Holdings

	(a)	Amount beneficially owned:

		6,505,538 shares

	(b)	Percent of class:

		6.80%. The percentage is calculated based upon the total number of issued and outstanding shares of the Company as of September 1, 2003, as reflected in the Company’s Form 20-F filed December 23, 2003.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

			0 shares

		(ii)	Shared power to vote or to direct the vote:

			6,505,538 shares

		(iii)	Sole power to dispose or to direct the disposition of:

			0 shares

		(iv)	Shared power to dispose or to direct the disposition of:

			6,505,538 shares

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.



CUSIP No. Q 69941203	13G	Page 7 of 8

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

[The remainder of this page intentionally left blank.]



CUSIP No. Q 69941203	13G	Page 8 of 8

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 17, 2004

EX-1 3 w94373exv1.htm EXHIBIT 1 exv1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT, dated as of the 17th day of February, 2004, between Graham E. Kelly and Bende Holdings Pty Ltd (collectively, the “Joint Filers”).

WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Joint Filers hereby agree and represent as follows:

1. Schedule 13G with respect to the Ordinary Shares of Novogen Limited (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Joint Filers.

2. Each of the Joint Filers is eligible to use Schedule 13G for the filing of information therein contained.

3. Each of the Joint Filers is responsible for the timely filing of Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, provided that each such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

[signature page to follow]

IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be duly executed and delivered as of the date first above written.



	1	NAME OF REPORTING PERSON Bende Holdings Pty Ltd S.S. or I.R.S. Identification number of above person: None

	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a)o
				(b)o

	3	SEC USE ONLY

	4	CITIZENSHIP OR PLACE OF ORGANIZATION Bende Holdings Pty Ltd is incorporated under the laws of Australia

Number of Shares Beneficially Owned by Each Reporting Person With
			5	SOLE VOTING POWER 0 shares

			6	SHARED VOTING POWER 6,505,538 shares

			7	SOLE DISPOSITIVE POWER 0 shares

			8	SHARED DISPOSITIVE POWER 6,505,538 shares

	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,505,538 shares

	10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o Not applicable.

	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.80%

	12	TYPE OF REPORTING PERSON* CO