<PAGE> 1
As Filed with the Securities and Exchange Commission on May 28, 1996
Registration No. 33-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------
HEARx LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2748248
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
471 Spencer Drive
West Palm Beach, Florida 33409
(407) 478-8770
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Paul A. Brown, M.D.
Chairman and Chief Executive Officer
HEARx LTD.
471 Spencer Drive
West Palm Beach, Florida 33409
(407) 478-8770
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
Copies of all correspondence to:
William F. Bavinger, Esq.
LaDawn Naegle, Esq.
Bryan Cave, LLP
700 13th Street, N.W., Suite 700
Washington, D.C. 20005-3960
(202) 508-6000
Approximate date of commencement of proposed sale to public: From time to time
after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
<PAGE> 2
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _____________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
============================================================================================================
<CAPTION>
Proposed maximum Proposed maximum
Title of each class Amount offering price aggregate Amount of
of securities to be registered to be registered per unit <F1> offering price <F1> registration fee
- ------------------------------ ---------------- ---------------- ------------------- -------------------
<C> <C> <C> <C> <C>
Common Stock,
$.10 par value per share 3,000,000 shares $5.94 $17,820,000.00 $6,144.83
============================================================================================================
<FN>
<F1> Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c), based
upon the average of the high and low sales prices for the Common Stock as reported on the American
Stock Exchange on May 23, 1996.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
<PAGE> 3
- -------------------------------------------------------------------------------
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
- -------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED MAY 28, 1996
PRELIMINARY PROSPECTUS
3,000,000 Shares
HEARx LTD.
Common Stock
This Prospectus relates to 3,000,000 shares (the "Shares") of common stock,
par value $.10 per share (the "Common Stock"), of HEARx LTD., a Delaware
corporation (the "Company"). The Company issued the Shares in January and
April 1996 upon the conversion of shares of the Company's convertible preferred
stock and the exercise of warrants issued in December 1994. See "Selling
Shareholders."
The Company will not receive any proceeds from the sale of Shares by the
Selling Shareholders. All expenses incurred in connection with this offering
are being borne by the Company, other than any commissions or discounts paid or
allowed by the Selling Shareholders to underwriters, dealers, brokers or agents
and legal fees of counsel to the Selling Shareholders in excess of $15,000.
The Selling Shareholders have not advised the Company of any specific plans
for the distribution of the Shares, but it is anticipated that the Shares may
be sold from time to time in transactions (which may include block
transactions) on the American Stock Exchange (the "AMEX") at the market prices
then prevailing. Sales of the Shares may also be made through negotiated
transactions or otherwise. The Selling Shareholders and the brokers and
dealers through which the sales of the Shares may be made may be deemed to be
"underwriters" within the meaning set forth in the Securities Act of 1933, as
amended (the "Securities Act"), and their commissions and discounts and other
compensation may be regarded as underwriters' compensation. See "Plan of
Distribution."
The Common Stock is traded on the AMEX under the symbol "EAR." The closing
price of the Common Stock as reported on the AMEX on May 23, 1996, was $5.88
per share.
AN INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE DISCUSSION UNDER "RISK
FACTORS" ON PAGES 6 THROUGH 10.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
<PAGE> 4
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------------------
The date of this Prospectus is May ____, 1996.
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at
Seven World Trade Center, Suite 1300, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
also can be obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
copies are available for inspection at the American Stock Exchange, 86 Trinity
Place, New York, New York 10006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act with respect
to the shares of Common Stock offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement or the exhibits
thereto. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained or incorporated by reference in
the Registration Statement. Statements contained in this Prospectus as to the
contents of any contract or other document filed or incorporated by reference
as an exhibit to the Registration Statement are not necessarily complete, and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement. For further
information, reference is hereby made to the Registration Statement and
exhibits thereto, copies of which may be inspected at the offices of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or obtained from
the Commission at the same address at prescribed rates.
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference:
(1) Annual Report on Form 10-K for the fiscal year ended December 29,
1995, filed pursuant to Section 13(a) of the Exchange Act, as amended
on Form 10-K/A (the "1995 Form 10-K").
(2) Quarterly Report on Form 10-Q for the quarter ended March 29, 1996,
filed pursuant to Section 13(a) of the Exchange Act.
(3) Current Report on Form 8-K dated May 17, 1996, filed pursuant to
Section 13(a) of the Exchange Act.
(4) The description of Common Stock which is contained in the Company's
Registration Statement on Form 8-A filed under the Exchange Act.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof shall hereby be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
See "Available Information." Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document
<PAGE> 6
incorporated or deemed to be incorporated herein by reference, which statement
is also incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS (EXCLUDING EXHIBITS
UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE
INFORMATION INCORPORATED HEREIN) WILL BE PROVIDED BY FIRST CLASS MAIL WITHOUT
CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR
ORAL REQUEST BY SUCH PERSON TO HEARX LTD., 471 SPENCER DRIVE, WEST PALM BEACH,
FLORIDA 33409, ATTENTION: DAVID W. FORMAN, SECRETARY (TELEPHONE: (407)
478-8770).
No person has been authorized in connection with this offering to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company, the Selling Shareholders or any other person. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer to purchase, any
securities other than those to which it relates, nor does it constitute an
offer to sell or a solicitation of an offer to purchase by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that the
information contained herein is correct as of any time subsequent to the date
hereof.
RISK FACTORS
The following factors should be carefully considered in evaluating the
Company and its business before purchasing any of the Shares offered hereby.
Recent and Future Expansion; Management of Growth
The Company has expanded its network of hearing care centers recently and
plans to continue such expansion. The Company's operating results will be
adversely affected if revenues do not increase sufficiently to compensate for
the increase in operating expenses resulting from this expansion. In addition,
this expansion will increase the demands on the Company's management,
technical, financial and other resources. If the Company is unable to manage
growth effectively, or to integrate fully its infrastructure systems throughout
its network of hearing care centers, its operating results may be adversely
affected.
History of Operating Losses
The Company has incurred losses in each year since its organization. There
can be no assurance that the Company will achieve profitability in the near or
long term.
<PAGE> 7
Use of Proceeds
The Company will not receive any proceeds from the offer or sale of the
Shares by the Selling Shareholders.
No Dividends
The Company has not paid any cash dividends on its Common Stock and does
not anticipate paying any such dividends in the foreseeable future.
Reliance on Senior Management
The operations of the Company are dependent in large part upon the efforts
of Paul A. Brown, M.D., Chairman of the Board and Chief Executive Officer, and
Stephen J. Hansbrough, President and Chief Operating Officer. The loss of the
services of Dr. Brown or Mr. Hansbrough could adversely affect the conduct and
operation of the Company's business. The Company has purchased a "key man"
insurance policy on Dr. Brown's life in the amount of $3,000,000 for the
benefit of the Company.
Competition
The hearing care industry is highly fragmented with approximately 11,000
practitioners providing testing and dispensing products and services. Most
competitors are small retailers generally focusing on the sale of hearing aids
without providing comprehensive audiometric testing and other professional
services. Among the larger distributors of hearing aids are: (i) Bausch &
Lomb Inc., a hearing aid manufacturer whose distribution system is through a
national network of over 1,000 franchised stores (Miracle Ear) including 400
located in Sears Roebuck & Co. stores; and (ii) Beltone Electronics Corp., a
privately-owned hearing aid manufacturer that distributes its products
primarily through its network of approximately 600 franchised dealers. A
number of these stores and dealers are located in the areas the Company serves.
Although the Company believes it offers more comprehensive services and
products, there can be no assurance that these large, established companies,
which have far greater resources than the Company, will not capture the market
targeted by the Company. Nor can there be any assurance that the hearing care
market can be consolidated successfully by the Company or its competitors.
Renewal of Agreements with Health Insurance and Managed Care Organizations
Since 1991, the Company has entered into agreements with certain health
insurance and managed care organizations to provide hearing care products and
services, and has established hearing care centers in the related market areas.
The terms of a number of these agreements are to be renegotiated annually, and
the failure to renew the agreements could adversely affect the operation of the
hearing care centers located in the related market areas. In addition, the
failure to renew the agreements which provide for payment to the Company on a
per capita basis would cause the Company to lower its estimates of revenues to
be received over the life of the agreements and could have an adverse effect on
the Company's results of operations.
<PAGE> 8
Reliance on Manufacturers
Through its hearing care centers, the Company makes available to customers
hearing aids supplied by approximately six major manufacturers, as well as
hearing enhancement devices manufactured by other companies. The Company
relies on these manufacturers to supply such products.
Product and Professional Liability
In the ordinary course of its business, the Company may be subject to
product and professional liability claims alleging the failure of or adverse
effect claimed to have been caused by, products sold or services provided by
the Company. The Company maintains insurance at a level which the Company
believes to be adequate. A successful claim in excess of the policy limits of
the Company's liability insurance could adversely affect the Company. As the
distributor of products manufactured by others, the Company believes it would
properly have recourse against the manufacturer in the event of a product
liability claim; however, there can be no assurance that recourse against a
manufacturer by the Company would be successful, or that any manufacturer will
maintain adequate insurance or otherwise be able to pay such liability.
Regulation
The practice of audiology and the dispensing of hearing aids are not
presently regulated on the Federal level. The sale of hearing aids, however,
is subject to certain limited regulations promulgated by the United States Food
and Drug Administration. Generally, state regulations, where they exist, are
concerned primarily with the formal licensure of audiologists and of those who
dispense hearing aids and with practices and procedures involving the fitting
and dispensing of hearing aids. There can be no assurance that regulations do
not exist in jurisdictions in which the Company plans to open centers or will
not be promulgated in states in which the Company currently operates centers or
at the Federal level which may have a material adverse effect upon the Company.
Such regulations might include stricter licensure requirements for dispensers
of hearing aids, inspection of centers for the dispensing of hearing aids and
the regulation of advertising by dispensers of hearing aids. The Company knows
of no current or proposed regulations with which it, as currently operated,
could not comply.
Possible Volatility of Prices
The market price of the Common Stock has changed significantly since
October 1995. Future changes in the market price of the Common Stock may bear
no relation to the Company's results of operations.
Potential Dilution; Shares Eligible for Future Sales; Possible Effect on
Additional Equity Financing
A substantial number of shares of Common Stock are or will be issuable by
the Company upon the conversion of convertible preferred stock and the exercise
of warrants and options which the Company has issued or agreed to issue, which
would result in substantial dilution to a shareholder's percentage ownership
interest in the Company and could adversely affect the market price of the
Common Stock. Under the applicable conversion formulas of the convertible
<PAGE> 9
preferred stock, (i) the number of shares of Common Stock issuable upon
conversion is inversely proportional to the market price of the Common Stock at
the time of conversion (i.e., the number of shares increases as the market
price of the Common Stock decreases); (ii) there is no cap on the number of
shares of Common Stock which may be issuable; and (iii) a minimum of 10,020,000
shares are issuable (based on a fixed conversion price of $5.00 per share). In
addition, the number of shares issuable upon the conversion of the convertible
preferred stock and the exercise of the warrants and options is subject to
adjustment upon the occurrence of certain dilutive events.
On May 15, 1996, there were issued and outstanding a total of
68,001,983 shares of Common Stock. If all convertible preferred stock,
warrants and options which the Company has issued or agreed to issue were
deemed converted and exercised, as the case may be, as of May 15, 1996 (based
on the fixed conversion price of $5.00 per share), there would be issuable
31,954,958 shares of Common Stock. Upon such conversion and exercise, there
would be outstanding 99,956,941 shares of Common Stock. Of these, the Company
has registered for resale 12,152,536 shares (including the Shares offered
hereby) and has granted demand registration rights in respect of approximately
30,774,908 additional shares. The sale or availability for sale of a
significant number of shares of Common Stock in the public market could
adversely affect the market price of the Common Stock. In addition, certain
holders of outstanding securities of the Company have rights to approve and/or
participate in certain types of future equity financing by the Company. The
availability to the Company of additional equity financing, and the terms of
any such financing, may be adversely affected by the foregoing.
Continued AMEX Listing
The Common Stock was listed and began trading on the AMEX on March 15,
1996. The AMEX will consider delisting a company's securities if, among other
things, the company fails to maintain stockholder's equity of at least
$2,000,000 if the company has sustained losses from continuing operations or
net losses in two of its three most recent fiscal years; the company fails to
maintain stockholder's equity of $4,000,000 if the company has sustained losses
from continuing operations or net losses in three of its four most recent
fiscal years; or the company has sustained losses from continuing operations or
net losses in its five most recent fiscal years. If, for any reason, the
Company were unable to meet such requirements, the Common Stock could be
delisted from the AMEX. In that event, trading, if any, in the Common Stock
would be conducted in the over-the-counter market and the ability of holders to
sell or otherwise dispose of such shares could be adversely affected. In
addition, if such delisting were to occur, transactions in shares of the Common
Stock could become subject to the Commission's "penny stock" regulations.
"Penny Stock" Regulations
The Commission has adopted regulations that define a "penny stock" to
include any over-the-counter equity security that has a market price of less
than $5.00 per share, subject to certain exceptions. The regulations require
the delivery, prior to any transaction in a penny stock, of a disclosure
schedule prescribed by the Commission relating to the penny stock market,
subject to certain exemptions. A broker-dealer effecting transactions in penny
stocks must disclose the commissions payable to both the broker-dealer and any
registered representative, current quotations for the securities and, if the
broker-dealer is the sole market maker, the broker-dealer must disclose this
<PAGE> 10
fact and the broker-dealer's presumed control over the market. Finally,
monthly statements must be sent disclosing the recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. If the penny stock regulations were to become applicable to
transactions in shares of the Common Stock, they could adversely affect the
ability of holders to sell or otherwise dispose of such shares.
Potential Change in Voting Control of the Company
As of March 29, 1996, the directors and executive officers of the Company
beneficially owned, as a group, approximately 20.2% of the 65,909,183 shares of
Common Stock. If all convertible preferred stock, warrants and options which
the Company has issued or agreed to issue were deemed converted and/or
exercised on May 15, 1996, the directors and executive officers would
beneficially own approximately 13% of the then outstanding Common Stock. See
"-- Potential Dilution; Shares Eligible for Future Sales; Possible Effect on
Additional Equity Financing."
THE COMPANY
The Company operates a network of hearing care centers which provide a full
range of audiological products and services for the hearing impaired. The
Company's strategy focuses on contracting with managed care and health
insurance companies to provide to their members and beneficiaries high quality
hearing care utilizing state-of-the-art facilities with a full range of
diagnostic and rehabilitative services, qualified professional staff and
hearing education learning programs. The Company also provides such quality
hearing care to the general population at the Company's centers.
The Company currently operates more than 50 centers primarily located in
Connecticut, Florida, New York, and New Jersey. Over the next several years,
the Company's primary emphasis, depending on the availability of capital, will
be opening (or selectively acquiring) additional Company-owned centers in these
states.
The Company's principal executive offices are located at 471 Spencer Drive,
West Palm Beach, Florida 33409, and its telephone number is (407) 478-8770.
<PAGE> 11
SELLING SHAREHOLDERS
None of the Selling Shareholders is an affiliate of the Company or has had
any position, office or other material relationship with the Company within the
past three years except as a shareholder of the Company. The following table
sets forth information with respect to the Selling Shareholders, based upon
information provided by them.
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Name of Selling Shareholder Prior to Offering Shares Being Offered After Offering <F1>
- -------------------------------- ------------------------- -------------------- -------------------------
<C> <C> <C> <C>
Aeneas Venture Corporation 337,539 186,187 151,352
MBL Assurance Company 335,576 185,104 150,472
AVA Partners 315,016 173,763 141,253
Cornell University 281,284 155,156 126,128
Ziff Investors Partnership L.P.-II 277,354 152,989 124,365
John H. Foster 183,744 101,353 82,391
1950 Associates 168,769 93,093 75,676
Foster & Foster 151,188 83,395 67,793
Mison Nominees Limited 123,193 67,953 55,240
Frederic C. Hamilton 119,259 65,783 53,476
Irwin Lehrhoff Trust 115,886 63,923 51,963
Ropima Inc. 115,331 63,617 51,714
Dartmouth College 112,513 62,062 50,451
Anstalt Vestro 112,513 62,062 50,451
Schetty AG 112,513 62,062 50,451
A.B.S. Securities, S.A. 110,548 60,978 49,570
Island Partners 108,585 59,896 48,689
Stephen F. Nagy 99,392 54,825 44,567
Madina Navegacion S.A. 84,385 46,547 37,838
Trust U/W John W.B. Hadley 81,439 44,922 36,517
Mison Nominees Limited -CP 1735 70,321 38,789 31,532
Madrinvest Inc. 68,600 37,840 30,760
Saw Island Partners 64,689 35,682 29,007
PR Venture Partners L.P. 56,256 31,031 25,225
Monarch Life Insurance Company 56,256 31,031 25,225
Orgavia Familienstiftung 56,256 31,031 25,225
Richardson Pratt, Jr. 54,292 29,947 24,345
Hollyhill Inc. 52,312 28,855 23,457
Caroline H. Fleming 50,573 27,896 22,677
Gale Warren Moser 44,722 24,669 20,053
L. Scott Frantz 44,300 24,436 19,864
William T. Frantz 44,300 24,436 19,864
T/U/A 1983 f/b/o Laing P. Foster 41,425 22,850 18,575
T/U/A 1983 f/b/o Virginia B. Foster 41,425 22,850 18,575
Dalimor Holdings SA 43,388 23,933 19,455
Gamma-Nest Company Ltd. 43,035 23,738 19,297
Marion Ventures 37,842 20,874 16,968
M. Jamil Al-Dahlawi Company 36,932 20,372 16,560
MAK International Investment Co. 35,550 19,609 15,941
Alkin Partnership 29,815 16,446 13,369
Peter A. Miller 28,129 15,516 12,613
Jeffrey S. Levitt 28,129 15,516 12,613
Edward D. Arioli 27,147 14,974 12,173
<PAGE> 12
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Name of Selling Shareholder Prior to Offering Shares Being Offered After Offering <F1>
- -------------------------------- ------------------------- -------------------- -------------------------
<C> <C> <C> <C>
Trust U/W Frank E. Payne 27,147 14,974 12,173
Burlington Retirement System 27,147 14,974 12,173
Industrie-und Handelsbank 27,147 14,974 12,173
Landmark Equity Partners V, L.P. 27,147 14,974 12,173
Killarney Investments Ltd. 20,239 11,164 9,075
Lucy S. Moore 17,526 9,667 7,859
Leocorn Foundation 17,526 9,667 7,859
Rocklane Partners (II) 16,877 9,309 7,568
Abbstar Investment Co. Ltd. 16,866 9,303 7,563
Ethel S. Pratt 16,457 9,078 7,379
Priscilla P. Hurd 16,288 8,984 7,304
Shing Kwan Investment Co., Ltd. 15,917 8,780 7,137
William Feldman 15,414 8,502 6,912
Burton C. Gray Trust 15,177 8,372 6,805
Lucille G. Murchison 15,505 8,553 6,952
SAKX Holdings Company Limited 14,908 8,223 6,685
Robert S. Schlesinger 14,401 7,944 6,457
William P. Nicoletti 14,064 7,758 6,306
Corning Associates VC-1 13,845 7,637 6,208
Grange Nominees Limited No. 2 13,573 7,487 6,086
Lynn A. Foster 13,573 7,487 6,086
Gateled Inc. 13,573 7,487 6,086
Laure-Anne Brown 12,544 6,919 5,625
Red Sea Global Investment Co. Ltd. 12,265 6,765 5,500
Buckland Holdings, Inc. 12,068 6,657 5,411
Heidi Nitze 11,730 6,470 5,260
William A. Nitze 11,561 6,377 5,184
Helen S. Fitzgerald 11,252 6,207 5,045
Gianni Ragazzi 11,252 6,207 5,045
Victor Elbaz 11,252 6,207 5,045
Orley Investments Inc. 10,858 5,989 4,869
Susan Hurd Cummings 10,858 5,989 4,869
Elisabeth Saint-Armand Trust 10,624 5,860 4,764
N. Alexander Saint-Armand Trust 10,624 5,860 4,764
Nicole Marie Blaise 10,548 5,818 4,730
Patrick van der Rest 10,548 5,818 4,730
Henry Paul van der Rest 10,548 5,818 4,730
Oliver van der Rest 10,548 5,818 4,730
Fostervest, Inc. 10,120 5,582 4,538
Corning Inc. Pension Master Trust 10,120 5,582 4,538
Superior Partners 10,120 5,582 4,535
Edward M. Lamont 9,114 5,027 4,087
Philip Jennison Trust U/W Lucile B. 8,675 4,785 3,890
Red Sea Insurance Company, Ltd. 8,433 4,652 3,781
Chastethorpe Securities Ltd. 8,433 4,652 3,781
C. Boyden Gray 8,144 4,492 3,652
Keeler Motor Car Company, L.P. 8,144 4,492 3,652
Cynthia C. Saint-Armand Trust 7,738 4,268 3,470
Marion Ventures II 7,253 4,001 3,252
Andrew J. Beck 7,190 3,966 3,224
Greenhouse Associates 6,746 3,721 3,025
R. Gregg Stone Trust 6,300 3,475 2,825
<PAGE> 13
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Name of Selling Shareholder Prior to Offering Shares Being Offered After Offering <F1>
- -------------------------------- ------------------------- -------------------- -------------------------
<C> <C> <C> <C>
Laing P. Foster 1983 Trust,
Stephen C. Curley, Esq., Trustee 6,086 3,357 2,729
Virginia B. Foster 1983 Trust,
Stephen C. Curley, Esq., Trustee 6,086 3,357 2,729
William B. Churchman III 5,767 3,181 2,586
David Chew Stephenson 5,767 3,181 2,586
Philip D. Jennison 5,767 3,181 2,586
Charles B. Delafield 5,767 3,181 2,586
Neil A. Crane 5,767 3,181 2,586
Timothy F. Moore/D.B. Stone, Cust. 5,695 3,141 2,554
William S. Osier/D.B. Stone, Cust. 5,695 3,141 2,554
John C. Garbarino 5,625 3,103 2,522
Helen S. Fitzgerald Trust 5,625 3,103 2,522
David A. Barrett 5,625 3,103 2,522
William B. Chappell 5,625 3,103 2,522
Jennifer P. Stone Trust 5,625 3,103 2,522
Timothy B. Stone Trust 5,625 3,103 2,522
David Ian Purvis 5,625 3,103 2,522
Bruce M. Dresner - IRA 5,625 3,103 2,522
Salim Jacob Shashoua 5,625 3,103 2,522
Alexander R. Sarratt, III 5,625 3,103 2,522
Catherine S. Osier Trust 5,625 3,103 2,522
R. Gregg Stone 5,625 3,103 2,522
Lucy S. Moore Trust 5,625 3,103 2,522
Family Ventures V L.P. 5,625 3,103 2,522
Zilverenhoek Stiftung 5,430 2,995 2,435
Alexander Keeler 5,430 2,995 2,435
Simone M. King 1979 Trust 5,430 2,995 2,435
Grange Nominees Limited No. 1 5,430 2,995 2,435
Peter Nitze 5,430 2,995 2,435
H. Clayton Cook, Jr. 5,430 2,995 2,435
George E. H. Comte 5,430 2,995 2,435
Henrietta Holsman Fore 5,430 2,995 2,435
Nanette L. Simmons 5,430 2,995 2,435
Sobinaz Foundation, Vaduz 5,059 2,791 2,268
Overseas International Limited 5,059 2,791 2,268
Anne K.R. Nitze 4,579 2,526 2,053
J. William Barba Trust 4,525 2,496 2,029
Galen L. Stone 3,517 1,940 1,577
Ann B. Stone 3,516 1,939 1,577
James C. Dudley 3,373 1,860 1,513
Aulis & Co. 3,373 1,860 1,513
Stephen Partnership 3,373 1,860 1,513
Island Partners II 3,373 1,860 1,513
United Gulf Bank 3,373 1,860 1,513
Nichop Inc. 3,373 1,860 1,513
Tecloni Inc. 3,373 1,860 1,513
Brandon Associates 3,373 1,860 1,513
Amico International Holdings Inc. 3,373 1,860 1,513
Abouco International Inc. 3,373 1,860 1,513
Hasan Dahlawi 3,373 1,860 1,513
Ghasco International Inc. 3,373 1,860 1,513
Stathis Andris 3,150 1,738 1,412
<PAGE> 14
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Name of Selling Shareholder Prior to Offering Shares Being Offered After Offering <F1>
- -------------------------------- ------------------------- -------------------- -------------------------
<C> <C> <C> <C>
Osier, Hannah Wood/D.B. Stone, Cust. 2,982 1,645 1,337
Richard M. Claflin 1985 Trust,
Stephen C. Curley, Esq., Trustee 2,882 1,590 1,292
John A. Claflin 1985 Trust,
Stephen C. Curley, Esq., Trustee 2,882 1,590 1,292
William H.G. Fitzgerald,
RG Stone, Cust. 2,882 1,590 1,292
Jane L. Richards 2,882 1,590 1,292
Phoebe B. Stone Trust 2,813 1,552 1,261
Edward I. Rudman Revocable Trust 2,813 1,552 1,261
Genevra L. Stone Trust 2,813 1,552 1,261
Frances G. Beck 2,813 1,552 1,261
Anthony D. Pell 2,813 1,552 1,261
Thomas M. Haythe 2,793 1,540 1,253
Monique K. Kitinoja 2,713 1,496 1,217
Robert P. Schwartz, Trustee 2,698 1,488 1,210
Robert P. Schwartz 2,109 1,163 946
James E. Schwartz 2,109 1,163 946
William G. Becker, Jr. 1,809 998 811
William K. Lewis 1,809 998 811
Stephen C. Curley 1,733 956 777
Heintz Investment Company 1,686 930 756
Thor H. Ramsing Trust 1,686 930 756
Banque de Luxembourg S.A. 1,686 930 756
Simon S.L. Cheng,
1991 Trust/Stone Cust. 1,686 930 756
Winds Group Inc. 1,686 930 756
Daza S.A. 1,686 930 756
A.S.R. Corporation 1,686 930 756
William A. Nitze Trust 1,526 842 684
George G. Monks, Jr. 1,357 749 608
Ellen M. Higgins 1,357 749 608
William F.K. Monks 1,357 749 608
Robert A.G. Monks 1,357 749 608
Colombus Developments Ltd. 1,350 745 605
Rokia Malatani 1,350 745 605
Rand International Corp. 1,281 707 574
Bidwell Family Partnership 1,163 642 521
Robert A. Ouimette 1,087 600 487
Harmony Holdings S.A. 1,013 559 454
James J. Casey 1,013 559 454
Lynn A. Foster Trust 1,013 559 454
Leonard S. Baum 995 549 446
Nathan Hale 875 482 393
Khalco Enterprises, Inc. 844 466 378
Faisalco International, Inc. 844 466 378
Dianco Enterprises, Inc. 844 466 378
John D. Macomber 844 466 378
Nadco Enterprises, Inc. 844 466 378
Marion R. Stone "B" Trust 844 466 378
Howard A. Knight 844 466 378
Russell S. Reynolds 844 466 378
Miroslav M. Fajt 750 414 336
<PAGE> 15
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Name of Selling Shareholder Prior to Offering Shares Being Offered After Offering <F1>
- -------------------------------- ------------------------- -------------------- -------------------------
<C> <C> <C> <C>
Ralf International Corporation 675 372 303
Hardwick Simmons 675 372 303
Yadane Holding, N.V. 675 372 303
Mansour Badr 675 372 303
Abdullah S.M. Balghonaim 675 372 303
Marwan Kaki 675 372 303
Anne L. Hill 675 372 303
Thomas M. Haythe R/O IRA 675 372 303
National Gardens Sub-Trust
Schwartz Children 675 372 303
Dr. Mansour I. Al-Turki 675 372 303
John J. Butler 646 356 290
David Wawro 646 356 290
Bradley C. Cost 611 338 273
Caseem Ltd. 506 279 227
Jerry V. Smith 412 227 185
VanGus Resources Inc. 337 186 151
Richard & Cynthia Wheatland 337 186 151
Susan V. Barba Trustee 337 186 151
Top Honour Investment Corp. 337 186 151
Geoffrey B. Baker 337 186 151
Michael R. Chase 337 186 151
Gray Abbingdon Partners 337 186 151
Frederick H. Prince 337 186 151
Earnshaw Investment Corp. 337 186 151
JTR Partnership 337 186 151
Hurd Family Partnership L/P 337 186 151
Bernard Gitlow 337 186 151
Gallicano Investment Corp. 337 186 151
Joseph Fitzpatrick 337 186 151
Michael Segal 337 186 151
Leonard L. Silverstein 337 186 151
Harry C. Cook Jr. IRA 337 186 151
Michael B. Davies 337 186 151
Arthur R. Schmauder 337 186 151
Noel Z. Feldman/R.A. Baime, Trustee 253 140 113
Allison P. Feldman/R.A. Baime, Trustee 253 140 113
Sarah S. Fitzgerald/RG Stone, Cust. 169 93 76
Robert Godfrey Stone 1990 Trust 169 93 76
Desmond S. Fitzgerald/RG Stone, Cust. 169 93 76
Americorp Financial, Inc. 169 93 76
Andrew A. Moore/D.B. Stone, Cust. 169 93 76
T/U/A 1992 f/b/o Laura Nagy 35 19 16
T/U/A 1992 f/b/o Andrea Nagy 35 19 16
T/U/A 1992 f/b/o George Nagy 35 19 16
------------------------- -------------------- -------------------------
5,438,722 3,000,000 2,438,722
- ---------------
<FN>
<F1> Assumes all shares offered hereby are sold to persons who are not affiliates of the Selling
Shareholders. The Selling Shareholders may, but are not required to, sell all shares offered
hereby.
</TABLE>
<PAGE> 16
On December 30, 1994, the Company acquired certain assets and assumed
certain liabilities of 18 Florida hearing care centers from Hearing Health
Services, Inc., a Delaware corporation ("HHS"), for consideration consisting of
2,500 shares of the Company's convertible preferred stock and warrants to
purchase 2,500,000 shares of Common Stock at an exercise price of $0.25 per
share. On January 29, 1996, HHS exercised the warrants, surrendering 250,000
warrants in payment of the exercise price, and received 2,250,000 shares of
Common Stock. On December 30, 1994, the Company also sold 2,500 shares of the
Company's convertible preferred stock to three limited partnerships affiliated
with HHS (collectively the "Partnerships") for a total price of $500,000. In
April 1996, HHS and the Partnerships converted their shares of convertible
preferred stock into a total of 5,000,000 shares of Common Stock. Pursuant to
a series of transactions by HHS and the Partnerships (i) HHS transferred all of
the Common Stock held by it to its wholly owned subsidiary, Brown's Creek,
Inc., a Delaware corporation ("BCI"); (ii) BCI transferred 3,250,000 shares of
such Common Stock to the Partnerships; and (iii) the Partnerships distributed
all of their 5,750,000 shares of Common Stock to their partners. In
connection with the December 1994 transactions, the Company granted certain
registration rights to HHS and the Partnerships, which also were transferred
ultimately to the partners of the Partnerships who are the Selling
Shareholders.
PLAN OF DISTRIBUTION
The Shares offered hereby may be offered and sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or other successors
in interest. Such offers and sales may be made from time to time on the AMEX
or otherwise, at prices and on terms then prevailing or at prices related to
the then-current market price, or in negotiated transactions. The methods by
which the shares may be sold may include, but not be limited to, the following:
(a) a block trade in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account; (c) an exchange
distribution in accordance with the rules of such exchange; (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; (e) privately negotiated transactions; (f) short sales; and (g) a
combination of any such methods of sale. In effecting sales, brokers or
dealers engaged by the Selling Shareholders may receive commissions or
discounts from the Selling Shareholders or from the purchasers in amounts to be
negotiated immediately prior to the sale. The Selling Shareholders may also
sell shares in accordance with Rule 144 under the Securities Act.
The Company has agreed to use its best efforts to maintain the
effectiveness of the registration of the Shares offered hereby until the
earlier of the date upon which all of the Shares offered hereby have been sold
or a period of one year, whichever is shorter.
The Selling Shareholders and any brokers participating in such sales may be
deemed to be underwriters within the meaning of the Securities Act. There can
be no assurance that the Selling Shareholders will sell any or all of the
Shares offered hereby.
The Company is bearing all of the costs relating to the registration of the
Shares, except commissions, discounts or other fees payable to a broker,
dealer, underwriter, agent or market maker in connection with the sale of any
of the Shares and legal fees of the Selling Shareholders in an amount in excess
<PAGE> 17
of $15,000, all of which will be borne by the Selling Shareholders. The
Company will not receive any of the proceeds from this offering.
Pursuant to the registration rights granted to the Selling Shareholders,
the Company has agreed to indemnify the Selling Shareholders and any person who
controls a Selling Shareholder against certain liabilities and expenses arising
out of or based upon the information set forth or incorporated by reference in
this Prospectus, and the Registration Statement of which this Prospectus is a
part, including liabilities under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any broker, dealer, underwriter, agent
or market maker and, if any such broker, dealer, underwriter, agent or market
maker purchases any of the Shares as principal, any profits received on the
resale of such Shares, may be deemed to be underwriting commissions or
discounts under the Securities Act.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby has been passed
upon for the Company by Bryan Cave LLP, Washington, D.C.
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 29, 1995, and December 30, 1994, and for the years ended December 29,
1995, December 30, 1994, and September 30, 1993, and the three months ended
December 31, 1993, have been audited by BDO Seidman, LLP, independent certified
public accountants, as indicated in their report with respect thereto, and are
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1995, and are incorporated herein by reference, in reliance upon
the authority of such firm as experts in accounting and auditing in giving said
reports.
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses (other than underwriting
discounts and commissions), which other than the SEC registration fee are
estimates, payable by the Company in connection with the sale and distribution
of the shares registered hereby:
SEC registration fee . . . . . . . . . . . . . . . . . . . $
Accounting fees and expenses . . . . . . . . . . . . . . .
Legal fees and expenses. . . . . . . . . . . . . . . . . .
Miscellaneous expenses . . . . . . . . . . . . . . . . . .
----------------
Total . . . . . . . . . . . . . . . . . . . . . . . . $
================
Item 15. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145, or in defense of any claim, issue or matter therein, he shall be
<PAGE> 19
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; that indemnification provided
for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such persons' heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under Section 145.
Article VII of the Company's By-laws provides that the Company shall
indemnify its directors, officers, employees and agents to the fullest extent
permitted by the DGCL.
Section 102(b)(7) of DGCL provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit.
Article 7 of the Company's Certificate of Incorporation provides that the
directors of the Company shall have no personal liability to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent provided by Section 102(b)(7).
Item 16. Exhibits
See Exhibit Index.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
<PAGE> 20
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Palm Beach, State of Florida, on May 28, 1996.
HEARx LTD.
By: /S/ PAUL A. BROWN, M.D.
---------------------------------------------
Name: Paul A. Brown M.D.
Title: Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Paul A. Brown, M.D. and Stephen J. Hansbrough, and each of them (with full
power to each of them to act alone), his or her true and lawful attorneys in
fact and agents for him or her and on his or her behalf and in his or her name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits and any and all other documents filed with respect
thereto, with the Securities and Exchange Commission (or any other governmental
or regulatory authority), granting unto said attorneys, and each of them, full
power and authority to do and to perform each and every act and thing requisite
and necessary to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he or she might or could do if
personally present, hereby ratifying and confirming all that said attorneys in
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
- ---------------------------- ----------------------------------- ------------
/S/ PAUL A. BROWN, M.D. Chairman of the Board; Chief May 28, 1996
- ---------------------------- Executive Officer and Director
Paul A. Brown, M.D.
/S/ TOMMY E. KEE Vice President and Principal May 28, 1996
- ---------------------------- Financial and Accounting Officer
Tommy E. Kee
/S/ FRED N. GERARD Director May 28, 1996
- ----------------------------
Fred N. Gerard
/S/ DAVID J. MCLACHLAN Director May 28, 1996
- ----------------------------
David J. McLachlan
/S/ THOMAS W. ARCHIBALD Director May 28, 1996
- ----------------------------
Thomas W. Archibald
<PAGE> 22
HEARx LTD.
EXHIBIT INDEX
Exhibit Number Description
- -------------- --------------------------------------------------------------
4.1 Specimen of Certificate representing Common Stock*
5.1 Opinion of Bryan Cave LLP**
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Bryan Cave (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Page)
- ---------------
* Filed as an Exhibit to the Company's Registration Statement on Form S-18
(Registration No. 33-17041-NY).
** To be filed by amendment.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 relating to the
registration of 3,000,000 shares of Common Stock, par value $.10 per share, of
HEARx LTD. ("Registrant") of our report dated April 5, 1996, relating to the
consolidated financial statements and schedule of the Registrant and its
subsidiaries appearing in the Registrant's Annual Report on Form 10-K for the
year ended December 29, 1995.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/S/ BDO SEIDMAN, LLP
West Palm Beach, Florida
May 28, 1996
