-----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, Q1VpE0IZvDjvw0kYC5X/EJ26aIuSWT6ePBOEfiBcUWQ17u/vGp2nX3aDYDU2MJQ8 u5tpG1mLy/qIQDQ1iQZwmQ== 0000921530-97-000168.txt : 19971014 0000921530-97-000168.hdr.sgml : 19971014 ACCESSION NUMBER: 0000921530-97-000168 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971010 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEARX LTD CENTRAL INDEX KEY: 0000821536 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 222748248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41877 FILM NUMBER: 97694321 BUSINESS ADDRESS: STREET 1: 1250 NORTHPOINT PARKWAY CITY: WEST PALM BEACH STATE: FL ZIP: 33407 BUSINESS PHONE: 4074788770 MAIL ADDRESS: STREET 1: 471 SPENCER DRIVE CITY: WEST PALM BEACH STATE: FL ZIP: 33409 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SFM INVESTMENTS LDC CENTRAL INDEX KEY: 0001039928 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2122626300 MAIL ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 AMEND NO. 2 TO SCH 13D RE HEARX LTD. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* HEARx Ltd. -------------------------------------- (Name of Issuer) Common Stock, $0.10 Par Value --------------------------------------- (Title of Class of Securities) 422360107 ----------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 ------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 6, 1997 -------------------------- (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 [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. *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 disclosure provided in a prior cover page. 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). Continued on following page(s) Page 1 of 5 Pages SCHEDULE 13D CUSIP No. 422360107 Page 2 of 5 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SFM Investments LDC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [_] 3 SEC Use Only 4 Source of Funds* OO 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power Number of 4,268,803 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 4,268,803 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,268,803 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 4.54% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 5 Pages This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, $0.10 par value (the "Shares"), of HEARx Ltd. (the "Issuer"). This Amendment No. 2 supplementally amends the initial statement on Schedule 13D dated May 23, 1997 and Amendment No. 1 thereto dated August 29, 1997 (collectively, the "Initial Statement") filed by SFM Investments LDC, an exempted limited duration company organized and existing under the laws of the Cayman Islands (the "Reporting Person"). This Amendment No. 2 is being filed by the Reporting Person to report that the Reporting Person has disposed of Shares held for its account, and, as such, no longer may be deemed the beneficial owner of five percent or more of the outstanding Shares of the Issuer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 5. Interest in Securities of the Issuer. (a) The aggregate number of Shares of which the Reporting Person may be deemed a beneficial owner is 4,268,803 (approximately 4.54% of the total number of Shares outstanding). (b) The Reporting Person has the sole power to direct the voting and disposition of the Shares held for the account of the Reporting Person. (c) Except for the transactions disclosed on Annex A hereto, all of which were effected in the over-the-counter market in routine brokerage transactions, there have been no transactions in the Shares effected since August 11, 1997 (60 days prior to the date hereof). (d) The shareholders of the Reporting Person have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of the Reporting Person in accordance with their ownership interests in the Reporting Person. (e) The Reporting Person ceased to be a beneficial owner of five percent or more of the outstanding Shares on October 10, 1997. Page 4 of 5 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: October 10, 1997 SFM INVESTMENTS LDC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Director
Page 5 of 5 Pages ANNEX A RECENT TRANSACTIONS IN THE COMMON STOCK OF HEARX LTD. Date of Nature of Number Price For the Account of Transaction Transaction of Shares Per Share - ------------------ ----------- ----------- --------- --------- SFM Investments LDC 9/22/97 Sale 138,125 1.969 9/23/97 Sale 223,183 1.911 9/24/97 Sale 64,849 1.907 9/25/97 Sale 33,103 1.907 9/26/97 Sale 248,197 1.907 9/29/97 Sale 73,355 1.907 10/06/97 Sale 423,612 1.870 10/07/97 Sale 778,176 1.869 10/08/97 Sale 616,644 1.817 10/09/97 Sale 401,772 1.856 10/10/97 Sale 493,500 1.843
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