UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HEARx Ltd.
--------------------------------
(Name of Issuer)
Common Stock, $0.10 Par Value
------------------------------------
(Title of Class of Securities)
422360107
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(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)
August 26, 1997
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(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 4 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 422360107 Page 2 of 4
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 7,763,319
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 7,763,319
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,763,319
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
8.25%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 4 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common
Stock, $0.10 par value (the "Shares"), of HEARx Ltd. (the "Issuer"). This
Amendment No. 1 supplementally amends the initial statement on Schedule 13D
dated May 23, 1997 (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. 1 is being filed by
the Reporting Person to report that the Reporting Person has exercised all of
the Class A Warrants (as defined in the Initial Statement) and the $0.63
Warrants (as defined in the Initial Statement) held for its account for Shares.
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 3. Source and Amount of Funds or Other Consideration.
On August 26, 1997 the Reporting Person surrendered to the Issuer
all of the Class A Warrants and all of the $0.63 Warrants held for its account
and received, pursuant to a cashless exercise formula set forth in Section 3 of
each of the Class A Warrants (filed as Exhibit B to the Initial Statement) and
the $0.63 Warrants (filed as Exhibit C to the Initial Statement), 6,371,146
Shares and 1,392,173 Shares, respectively.
The Shares held for the account of the Reporting Person may be
held through margin accounts maintained with brokers, which extend margin credit
as and when required to open or carry positions in their margin accounts,
subject to applicable federal margin regulations, stock exchange rules and such
firms' credit policies. The Shares which may be held in the margin accounts are
pledged as collateral security for the repayment of debit balances in the
respective accounts.
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 7,763,319 (approximately 8.25% 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 as described in Items 3 hereof, which is incorporated in
this Item 5(c) by reference, there have been no transactions in the Shares
effected since June 30, 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) Not applicable.
<PAGE>
Page 4 of 4 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: August 29, 1997 SFM INVESTMENTS LDC
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Director
