- Amended Statement of Beneficial Ownership (SC 13D/A)
March 16 2011 - 5:13PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
(CUSIP Number)
Arcadia Capital Advisors, LLC
175 Great Neck Road, Suite 406
Great Neck, NY 11021
Attention: Richard Rofé
Tel: 516.466.5258
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule
because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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 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).
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CUSIP No.
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422360305
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Page
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2
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of
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9
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NAME OF REPORTING PERSONS
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1
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arcadia Opportunity Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,000,000*
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,000,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,000,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.6%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* Represents the shares
held directly by the Fund as of March 16, 2011.
2
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CUSIP No.
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422360305
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Page
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3
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of
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9
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1
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NAME OF REPORTING PERSONS
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arcadia Capital Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,000,000*
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,000,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,000,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.6%*
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14
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TYPE OF REPORTING PERSON
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OO
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* Represents the shares
held directly by the Fund as of March 16, 2011.
3
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CUSIP No.
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422360305
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Page
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4
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of
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9
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1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass FinStrat Arcadia Capital Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK IF BOX DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,000,000*
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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3,000,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,000,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.6%*
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14
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TYPE OF REPORTING PERSON
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OO
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* Represents the shares
held directly by the Fund as of March 16, 2011.
4
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D (this
Amendment No. 1
) is being filed with respect to
the beneficial ownership of common stock, par value $0.10 per share (the
Common Stock
), of
HearUSA, Inc., a Delaware corporation (the
Company
or the
Issuer
). This Amendment No. 1
supplements Items 4 and 7, and amends and restates in their entirety Items 3 and 5, of the Schedule
13D previously filed on March 4, 2011 (the
Original Schedule 13D
).
ITEM 3. Source and Amount of Funds or Other Consideration
The funds used by
the Fund to acquire the 3,000,000 shares of Common Stock reported herein
were from working capital of the Fund, and the amount of funds totaled in the aggregate
approximately $2,343,738.
ITEM 4. Purpose of Transaction.
On
March 16, 2011, the Fund released an open letter to the
shareholders of the Company. The complete text of the letter is attached hereto as Exhibit 2.
Page 5 of 9 pages
ITEM 5. Interest in Securities of the Issuer.
(a) As of March 16, 2011, the date of the filing of this
Statement, the Fund directly owns 3,000,000 shares of Common Stock,
representing 6.6% of all of the Issuers outstanding Common Stock
(the Investment Manager and the Managing Member may each be deemed to beneficially own the shares
of Common Stock directly owned by the Fund; each disclaims beneficial ownership of such shares).
The foregoing percentage is based on 45,447,433 shares of Common Stock outstanding as of
November 5, 2010, as reported on the Issuers Form 10-Q filed on November 9, 2010.
(b) The Reporting Persons have shared power (with each other and not with any third party), to
vote or direct the vote of and to dispose or direct the disposition of the 3,000,000 shares of
Common Stock directly owned by the Fund.
(c) Except as set forth on Schedule I hereto, no transactions in the Common Stock have been
effected by the Reporting Persons or, to the knowledge of the Reporting Persons, the Directors and
Officers, since the filing of the Original Schedule 13D on March 4, 2011.
(d) Not applicable.
(e) Not applicable.
ITEM 7. Material to be Filed as Exhibits.
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Exhibit No.
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Document
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2.
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Open Letter to Shareholders of HearUSA, Inc. dated March 16, 2011.
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Page 6 of 9 pages
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.
Dated: March 16, 2011
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RICHARD ROFÉ
ARCADIA CAPITAL ADVISORS, LLC
ARCADIA OPPORTUNITY MASTER FUND, LTD.
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By:
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/s/ Richard Rofé
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Richard Rofé as Managing Director of the
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Investment Manager (for itself and on behalf of the Fund)
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M.D. SASS FINSTRAT ARCADIA CAPITAL HOLDINGS, LLC
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By:
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/s/ Phil Sivin
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Phil Sivin, Authorized Signatory
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Page 7 of 9 pages
SCHEDULE I
The following Reporting Persons effected the following transactions since the filing of the Original Schedule 13D on March 4, 2011, all on the open market:
Arcadia Opportunity Master Fund, Ltd.
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Number of
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Price
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Date
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Buy/Sell
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Shares
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per Share
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3/16/11
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Buy
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220,426
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$
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0.567
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3/15/11
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Buy
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10,600
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$
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0.52
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3/14/11
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Buy
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1,820
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$
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0.55
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3/11/11
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Buy
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17,154
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$
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0.551
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3/10/11
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Buy
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236,095
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$
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0.594
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3/9/11
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Buy
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13,905
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$
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0.55
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3/8/11
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Buy
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177,964
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$
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0.548
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3/7/11
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Buy
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250
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$
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0.52
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3/3/11
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Buy
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1,700
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$
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0.53
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Page 8 of 9 pages
EXHIBIT INDEX
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Exhibit No.
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Document
|
2.
|
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Open Letter to Shareholders of HearUSA, Inc. dated March 16, 2011.
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Page 9 of 9 pages
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