Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No 3)*
HearUSA, Inc.
|
(Name
of Issuer)
|
|
Common Stock
|
(Title
of Class of Securities)
|
|
422360305
|
(CUSIP
Number)
|
|
July 30, 2008
|
(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)
x Rule
13d-1(c)
o Rule
13d-1(d)
* 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 the
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.
1
|
NAME
OF REPORTING PERSON
JACK
SILVER
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
3,900,000*
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
3,900,000*
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,900,000*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
þ
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
*
Excludes 200,000 shares of Common Stock underlying such warrants to the
extent following the exercise thereof Mr. Silver or his affiliates would
beneficially own more than 9.9% of the total number of issued and outstanding
Common Stock of the issuer. Pursuant to the terms of such warrants,
the warrants cannot be exercised to the extent following the exercise thereof
the holder or its affiliates would beneficially own more than 9.9% of the total
number of issued and outstanding Common Stock of the issuer.
1
|
NAME
OF REPORTING PERSON
SHERLEIGH
ASSOCIATES INC. PROFIT SHARING PLAN
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
3,000,000
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
3,000,000
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
|
12
|
TYPE
OF REPORTING PERSON
EP
|
Item
1.
(a) Name
of Issuer:
HearUSA, Inc.
(b) Address
of Issuer’s Principal Executive Offices:
1250
Northpoint Parkway
West Palm
Beach, FL 33407
Item
2.
(a) Name
of Person Filing:
Jack Silver
Sherleigh Associates Inc. Profit
Sharing Plan
(b) Address
of Principal Business Office or, if none, Residence:
SIAR Capital LLC
660 Madison Avenue
New York, NY 10021
(c) Citizenship:
United States
(d) Title
of Class of Securities:
Common Stock
(e) CUSIP
Number:
422360305
Item
3. If
this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c),
check whether the person filing is a:
(a) [
] Broker or
Dealer registered under Section 15 of the Act
(b) [
] Bank as
defined in section 3(a)(6) of the Act
(c) [
] Insurance
Company as defined in section 3(a)(19) of the Act
(d) [
] Investment
Company registered under section 8 of the Investment Company Act
(e) [
] Investment
Adviser registered under section 203 of the Investment Advisers Act of
1940
(f) [
] Employee
Benefit Plan or endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [
] Parent
Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
(h) [
] A savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act;
(i)
|
[
]
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of
1940;
|
(j) [
] Group, in
accordance with Rule 13d-1(b)(1)(ii)(J).
Item
4. Ownership.
(a) –
(c)
As of
July 30, 2008, Jack Silver beneficially owned 3,830,491 shares of Common Stock
of HearUSA, Inc.
representing 10.0% of the outstanding Common Stock based on 38,037,049 shares of
Common Stock outstanding as reported in the issuer’s Quarterly Report on Form
10-Q for the period ended March 29, 2008. Such shares of Common Stock
beneficially owned by Mr. Silver include: (i) 800,000 shares of Common Stock
held by Jack Silver; (ii) 100,000 shares of Common
Stock issuable upon exercise of warrants held by Jack Silver; (iii) 1,894,128
shares of Common Stock held by Sherleigh Associates Inc. Profit Sharing Plan, a
trust of which Mr. Silver is the trustee; and (iv) 1,036,363 shares of Common
Stock held by Sherleigh Associates Inc. Defined Benefit Pension Plan, a
trust of which Mr. Silver is the trustee, but excluding 200,000 shares of Common
Stock underlying warrants held by Mr. Silver to the extent following the
exercise thereof Mr. Silver or his affiliates would beneficially own more than
9.9% of the total number of issued and outstanding Common Stock of the
issuer. Pursuant to the terms of such warrants, the warrants cannot
be exercised to the extent following the exercise thereof the holder or its
affiliates would beneficially own more than 9.9% of the total number of issued
and outstanding Common Stock of the issuer.
As of
December 18, 2008, Mr. Silver beneficially owns 3,900,000 shares of Common Stock
of HearUSA, Inc. representing 10.3% of the outstanding Common Stock based on
37,918,254 shares of Common Stock outstanding as reported in the issuer’s
Quarterly Report on Form 10-Q for the period ended September 27,
2008. Such shares of Common Stock beneficially owned by Mr. Silver
include: (i) 800,000 shares of Common Stock held by Jack Silver; (ii) 100,000
shares of Common Stock issuable upon exercise of
warrants held by Jack Silve; and (iii) 3,000,000 shares of Common Stock
held by Sherleigh Associates Inc. Profit Sharing Plan, a trust of which Mr.
Silver is the trustee, but excluding 200,000 shares of Common Stock underlying
warrants held by Mr. Silver to the extent following the exercise thereof Mr.
Silver or his affiliates would beneficially own more than 9.9% of the total
number of issued and outstanding Common Stock of the issuer. Pursuant
to the terms of such warrants, the warrants cannot be exercised to the extent
following the exercise thereof the holder or its affiliates would beneficially
own more than 9.9% of the total number of issued and outstanding Common Stock of
the issuer
Mr.
Silver has the sole voting and dispositive power with respect to all 3,900,000
shares of Common Stock beneficially owned by him.
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 [ ].
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control
Person.
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. Certification.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purposes or effect.
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.
|
December 19, 2008
|
|
Date
|
|
|
|
/s/ Jack Silver
|
|
Signature
|
|
|
|
Jack Silver
|
|
Name/Title
|
|
Sherleigh
Associates Inc. Defined Benefit Pension Plan
|
|
Sherleigh
Associates Inc. Profit Sharing Plan
|
|
|
|
|
By:
|
/s/ Jack Silver
|
|
Name:
|
Jack
Silver
|
|
Title:
|
Trustee
|