UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. )*
HEARx, Ltd.
- ---------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ---------------------------------------------------------------------
(Title of Class and Securities)
4223601
- ---------------------------------------------------------------------
(CUSIP Number)
July 1, 1998++
- ---------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed
( ) Rule 13d-1(b)
( x ) Rule 13d-1(c)
( ) 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 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act.
++ The reporting person currently has a Schedule 13D on file with
the SEC. The reporting person is now eligible to use Schedule 13G
and therefore is filing this Schedule 13G as an amendment to the
Schedule 13D.
<PAGE>
SCHEDULE 13G
CUSIP No. 4223601
- ---------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Minnesota Mining and Manufacturing Company ("3M")
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
41-0417775
- ---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
- ----------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 8,969,931
SHARES ------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY N/A
EACH ------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON 8,969,931
WITH ------------------------------------
(8) SHARED DISPOSITIVE POWER
N/A
- ---------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,969,931
- ---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* ( )
- ---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
- ---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
CO
- ---------------------------------------------------------------------
<PAGE>
ITEM 1(A). NAME OF ISSUER:
HEARx, Ltd.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Business Address: 1250 Northpoint Parkway,
West Palm Beach, Florida 33407.
Mail Address: 471 Spencer Drive, West Palm Beach,
Florida 33409.
ITEM 2(A). NAME OF PERSONS FILING:
Minnesota Mining and Manufacturing Company
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
3M Center, Building 220-12E-02, P.O. Box 33428, St.
Paul, Minnesota 55133
--------------------------------------------------------
ITEM 2(C) CITIZENSHIP:
Delaware.
--------------------------------------------------------
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock
--------------------------------------------------------
ITEM 2(E) CUSIP NUMBER:
4223601
--------------------------------------------------------
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
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 of 1940.
(e) |_| An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in
accordance with Section 240.13d- 1(b)(1)ii)(F).
(g) |_| A parent holding company or control person, in
accordance with Section 240.13d-1(b)(1)(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 Section 240.13d-
1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-
1(c), check this box. [X]
ITEM 4. OWNERSHIP.
Provide the following information regarding the
aggregate number and percentage of the class of
securities of the issues identified in Item 1.
(a) Amount beneficially owned:
3M beneficially owns 8,969,931 of the outstanding
shares of Common Stock of the Issuer identified in
Item 1. (the "Common Stock")
(b) Percent of Class:
8.9% (based upon 100,770,250 shares of the Company's
Common Stock outstanding as of May 1, 1998, as
disclosed in the Company's Form 10-Q for the quarterly
period ended March 27, 1998.)
(c) Number of Shares as to which such person has:
(i) SOLE VOTING POWER 8,969,931
(ii) SHARED VOTING POWER N/A
(iii) SOLE DISPOSITIVE POWER 8,969,931
(iv) SHARED DISPOSITIVE POWER N/A
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITIES BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATIONS.
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 that purpose or effect.
<PAGE>
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: July 1, 1998
Minnesota Mining and
Manufacturing Company
/s/Gregg M. Larson
----------------------------------
Name: Gregg M. Larson
Title: Assistant Secretary
