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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Hearx Ltd.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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May 5, 1999
Dear Shareholder:
In response to a number of questions that have arisen subsequent to the
mailing of the proxy material requesting that shareholders vote in favor of
reducing our authorized shares to 20 million and vote in favor of a one for ten
reverse stock split, the following information has been prepared.
A) The reasons for the split include:
1) Attracting institutional investors...a group of investors usually
prohibited from buying "penny stocks".
2) Increase liquidity for the shareholders by stimulating
institutional investor interest...investors who tend to take
larger positions than the normal retail customer.
3) Eliminate the appearance that HEARx is a weaker company than other
publicly traded hearing care companies that actually have a lower
market capitalization than HEARx but, because of fewer shares
outstanding, trade at a higher price per share.
B) In addition, please consider:
1) As a result of our "penny stock" status, HEARx has been unable to
get national media exposure. A "penny stock" company generally
will not make it into major publications such as Business Week,
Fortune or U.S. News and World Report.
2) By increasing the price of the stock, HEARx will also be
increasing the risk for the day traders. We understand that there
are individuals who are currently "flipping" the stock for a
nominal (pennies) profit. We believe this is holding the stock
back.
3) At $5.00 per share, HEARx stock will be eligible for inclusion in
margin accounts.
It should be kept in mind that HEARx previously announced its intent to
purchase (based on available cash) up to 20 million pre-split shares in the open
market over an eighteen month period at up to $1.00 per share (pre-split price).
At the present time, HEARx has already purchased more than 1.6 million shares.
If there are going to be sellers at $.50 (or post split at $5.00), then HEARx
intends to continue to be a buyer.
Yours truly,
/s/ Paul A. Brown
Paul A. Brown, M.D.
Chairman
