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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEARx Ltd.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 22-2748248
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
471 Spencer Drive, West Palm Beach Florida 33409
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(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, $0.10 par value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
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The Registrant's authorized capital stock consists of 100,000,000
shares of Common Stock, par value $0.10 per share, and 2,000,000 shares of
Preferred Stock, par value $1.00 per share. As of January 31, 1996, 47,956,783
shares of Common Stock were outstanding and held by 786 shareholders of record.
Common Stock
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Subject to the prior rights of any shares of Preferred Stock which are
outstanding and which may be issued in the future, the holders of the Common
Stock are entitled to receive dividends as and when declared by the Board of
Directors out of funds legally available for dividends and, in the event of
liquidation, dissolution or winding up of the Registrant, to share ratably in
all assets remaining after payment of liabilities. The holders of the Common
Stock are entitled to one vote of each share of Common Stock held of record on
all matters submitted to a vote of shareholders. Holders of Common Stock do
not have cumulative voting rights. The holders of Common Stock have no
preemptive rights or conversion rights and are not subject to further calls or
assessments by the Registrant. There are no redemption or sinking fund
provisions applicable to the Common Stock.
The Transfer Agent for the Registrant's Common Stock is American Stock
Transfer Services, Brooklyn, New York.
Item 2. Exhibits.
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The securities described herein are to be registered on the American
Stock Exchange, on which no other securities of the Registrant are registered.
Pursuant to instruction II as to exhibits, the following exhibits have been
filed with the American Stock Exchange, but not with the Commission:
3.1. The Registrant's Annual Report on Form 10-K for the year ended
December 30, 1994.
4.1. The Registrant's Current Report on Form 8-K/A, dated
December 30, 1994.
4.2. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1995.
4.3. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995.
4.4. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 29, 1995.
5.1. The Registrant's Notice of Annual Meeting of Shareholders and
Proxy Statement relating to its Annual Meeting held on
June 16, 1995.
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6.1. Copies of the Registrant's Restated Certificate of
Incorporation, including all amendments thereto.
6.2. The Registrant's Amended And Restated By-laws.
7.1. Copy of certificate of Common Stock, $0.10 par value.
8.1. The Registrant's 1995 Annual Report to Shareholders.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 27, 1996 HEARx Ltd.
By: /s/ Paul A. Brown, M.D.
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Paul A. Brown, M.D.
Chairman of the Board and
Chief Executive Officer
