|
HearUSA,
Inc.
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|
(Name
of Issuer)
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|
Common
Stock, par value $0.10
|
|
(Title
of Class of Securities)
|
|
422360305
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(CUSIP
Number)
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|
Ozarslan
A. Tangun
c/o
Patara GP, LLC
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|
5050
Quorum Drive, Suite 312
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Dallas,
Texas 75254
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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March
11, 2009
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(Date
of Event which Requires Filing of this
Statement)
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1.
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NAME
OF REPORTING PERSON:
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Patara
Capital, LP
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|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||
|
(a)
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[_]
|
||
|
(b)
|
[_]
|
||
|
3.
|
SEC
USE ONLY
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|
4.
|
SOURCE
OF FUNDS (See Instructions)
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|
WC
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|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
|
7.
|
SOLE
VOTING POWER
|
|
|
0
|
|
8.
|
SHARED
VOTING POWER
|
|
|
1,450,932*
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
|
||
|
1,450,932*
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,450,932*
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
|
|
CERTAIN
SHARES (See Instructions)
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
3.2%*
|
|
14.
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
PN
|
|
1.
|
NAME
OF REPORTING PERSON:
|
|
|
Patara
Partners, LP
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||
|
(a)
|
[_]
|
||
|
(b)
|
[_]
|
||
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
AF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|
7.
|
SOLE
VOTING POWER
|
|
|
0
|
|
8.
|
SHARED
VOTING POWER
|
|
|
1,450,932*
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
|
||
|
1,450,932*
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,450,932*
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
|
|
CERTAIN
SHARES (See Instructions)
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
3.2%*
|
|
14.
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
PN
|
|
1.
|
NAME
OF REPORTING PERSON:
|
|
|
Patara
Capital Management, LP
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||
|
(a)
|
[_]
|
||
|
(b)
|
[_]
|
||
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
AF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|
7.
|
SOLE
VOTING POWER
|
|
|
0
|
|
8.
|
SHARED
VOTING POWER
|
|
|
1,450,932*
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
|
||
|
1,450,932*
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,450,932*
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
|
|
CERTAIN
SHARES (See Instructions)
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
3.2%*
|
|
14.
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
PN
|
|
1.
|
NAME
OF REPORTING PERSON:
|
|
|
William
M. Sams
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||
|
(a)
|
[_]
|
||
|
(b)
|
[_]
|
||
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See Instructions)
|
|
|
PF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
United
States of America
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|
7.
|
SOLE
VOTING POWER
|
|
|
1,825,000*
|
|
8.
|
SHARED
VOTING POWER
|
|
|
0
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
1,825,000*
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
|
||
|
0
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1,825,000*
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
|
|
CERTAIN
SHARES (See Instructions)
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
4.1%*
|
|
14.
|
TYPE
OF REPORTING PERSON (See Instructions)
|
|
|
IN
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|
Item
1.
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Security and
Issuer.
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|
This
statement on Schedule 13D relates to shares of common stock (the “Shares”)
of HearUSA, Inc., a Delaware corporation (the “Issuer”). The
Issuer’s principal executive offices are located at 1250 Northpoint
Parkway, West Palm Beach, Florida, 33407.
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|
Item
2.
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Identity and
Background.
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(a)
This Schedule 13D is being filed by (1) Patara Capital, LP, a Delaware
limited partnership (the “Partnership”); (2) Patara Partners, LP, the
general partner (the “General Partner”) of the Partnership and also a
Delaware limited partnership; (3) Patara Capital Management, LP, the
investment manager (the “Investment Manager”) of the Partnership and also
a Delaware limited partnership; and (4) William M. Sams, an individual
investor, (the Partnership, the General Partner, the Investment Manager,
and William M. Sams, collectively the “Reporting Persons”).
(b)
The principal business address for each of the Partnership, General
Partner and the Investment Manager is 5050 Quorum Drive, Suite 312,
Dallas, Texas 75254. The principal business address for William
M. Sams is 750 N Saint Paul Street, Suite 1650, Dallas, Texas
75201.
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(c)
The principal business of the Partnership is investing in securities. The
principal business of the General Partner is managing the Partnership. The
principal business of the Investment Manager is providing investment
advice. The principal business of William M. Sams is investment
management.
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(d,
e) None of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding, was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
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Item 3.
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Source and Amount of
Funds or Other Consideration.
|
|
As
of the date hereof, each of the Partnership, General Partner and
Investment Manager may be deemed to beneficially own 1,450,932
Shares. As of the date hereof, William M. Sams may be deemed to
beneficially own 1,825,000 Shares.
The
cost of the Shares beneficially owned by the Partnership, General Partner
and Investment Manager was $1,845,771. The cost of the Shares
beneficially owned by William M. Sams was
$2,577,863.70.
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No
borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of
business.
|
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|
Item
4.
|
Purpose of
Transaction.
|
|
The
Shares held by the Reporting Persons were acquired for, and are being held
for, investment purposes because the Reporting Persons believe that the
common stock of the Issuer is undervalued in the marketplace and
represents an attractive investment opportunity. Moreover, it
is anticipated that Ozarslan A. Tangun, the managing member of the General
Partner and Investment Manager, may be elected to the Issuer’s board of
directors at the Issuer’s next annual shareholder meeting.
|
|
|
The
acquisitions of the Shares were made in the ordinary course of the
Reporting Persons’ business. The Reporting Persons may acquire
additional Shares, dispose of all or some of these Shares from time to
time, in each case in open market or private transactions, block sales or
purchases or otherwise, or may continue to hold the Shares, depending on
business and market conditions, its continuing evaluation of the business
and prospects of the Issuer and other
factors.
|
|
In
addition, the Reporting Persons may continue to engage in communications
with one or more shareholders, officers or directors of the Issuer,
including discussions regarding the members of the Issuer's Board of
Directors as well as the Issuer's operations and strategic direction that,
if effected, could result in, among other things:
|
|
|
(a) the
acquisition of additional Shares of the Issuer, or the disposition of
Shares of the Issuer;
(b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer;
(c) a sale
or transfer of a material amount of assets of the Issuer;
(d) any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) any
material change in the present capitalization or dividend policy of the
Issuer;
(f) any
other material change in the Issuer's business or corporate
structure;
|
|
(g) changes
in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any person;
(h) causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities
association;
(i) a class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934; and/or
(j) any
action similar to those enumerated above.
|
|
|
The
Reporting Persons reserve the right, based on all relevant factors and
subject to applicable law, at any time and from time to time, to review or
reconsider their position, change their purpose, take other actions
(including actions that could involve one or more of the types of
transactions or have one or more of the results described in paragraphs
(a) through (j) of Item 4 of Schedule 13D) or formulate and implement
plans or proposals with respect to any of the
foregoing.
|
|
|
Any
future decision of the Reporting Persons to take any such actions with
respect to the Issuer or its securities will take into account various
factors, including the prospects of the Issuer, general market and
economic conditions and other factors deemed relevant.
|
|
|
Item
5.
|
Interest in Securities
of the Issuer.
|
|
(a,b)
As of the date hereof, the Partnership may be deemed to be the beneficial
owner of 1,450,932 Shares, constituting 3.2% of the Shares of the Issuer,
based upon 44,824,915 Shares deemed outstanding, as stated by the Issuer
to the Reporting Persons.
|
|
The
Partnership has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 1,450,932 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 1,450,932
Shares.
|
|
|
(a,b)
As of the date hereof, the General Partner may be deemed to be the
beneficial owner of 1,450,932 Shares, constituting 3.2% of the Shares of
the Issuer, based upon 44,824,915 Shares deemed outstanding, as stated by
the Issuer to the Reporting Persons.
|
|
|
The
General Partner has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 1,450,932 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has
shared power to dispose or direct the disposition of 1,450,932
Shares.
(a,b)
As of the date hereof, the Investment Manager may be deemed to be the
beneficial owner of 1,450,932 Shares, constituting 3.2% of the Shares of
the Issuer, based upon 44,824,915 Shares deemed outstanding, as stated by
the Issuer to the Reporting Persons.
The
Investment Manager has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 1,450,932
Shares; has sole power to dispose or direct the disposition of 0 Shares;
and has shared power to dispose or direct the disposition of 1,450,932
Shares.
(a,b)
As of the date hereof, William M. Sams may be deemed to be the beneficial
owner of 1,825,000 Shares, constituting 4.1% of the Shares of the Issuer,
based upon 44,824,915 Shares deemed outstanding, as stated by the
Issuer to the Reporting Persons.
William
M. Sams has the sole power to vote or direct the vote of 1,825,000 Shares;
has the shared power to vote or direct the vote of 0 Shares; has sole
power to dispose or direct the disposition of 1,825,000 Shares; and has
shared power to dispose or direct the disposition of 0
Shares.
(c)
The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares by the Partnership, General Partner and
Investment Manager in the past 60 days are set forth in Exhibit
1. William M. Sams had no transactions in the Issuer in the
past 60 days.
|
|
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
|
N/A
|
|
Item
7.
|
Material to be Filed
as Exhibits.
|
|
Exhibit
1
|
|
|
PATARA
CAPITAL, LP*
By:
Patara Partners, LP, its general partner
By:
Patara GP, LLC, its general partner
|
||
|
By:
|
/s/
Ozarslan A. Tangun
|
|
|
Name:
|
Ozarslan
A. Tangun
|
|
|
Title:
|
Managing
Member
|
|
|
PATARA
PARTNERS, LP*
|
||
|
By: Patara
GP, LLC, its general partner
|
||
|
By:
|
/s/
Ozarslan A. Tangun
|
|
|
Name:
|
Ozarslan
A. Tangun
|
|
|
Title:
|
Managing
Member
|
|
|
PATARA
CAPITAL MANAGEMENT, LP*
|
||
|
By:
|
Patara
GP, LLC, its general partner
|
|
|
By:
|
/s/ Ozarslan A. Tangun
|
|
|
Name:
|
Ozarslan
A. Tangun
|
|
|
Title:
|
Managing
Member
|
|
|
WILLIAM
M. SAMS
|
||
|
By:
|
/s/ William M. Sams
|
|
|
Name:
|
William
M. Sams
|
|
|
*The
Reporting Persons disclaim beneficial ownership over the securities
reported herein except to the extent of the Reporting Persons’ pecuniary
interest therein.
|
||
|
Date
of
Transaction
|
Number
of Shares
Purchase/(Sold)
|
Price of
Shares
|
|
15-Jan-09
|
200
|
0.590
|
|
30-Jan-09
|
5754
|
0.672
|
|
02-Feb-09
|
(600)
|
0.670
|
|
04-Feb-09
|
200
|
0.620
|
|
20-Feb-09
|
(300)
|
0.530
|
|
23-Feb-09
|
1300
|
0.515
|
|
23-Feb-09
|
8000
|
0.499
|
|
24-Feb-09
|
11380
|
0.512
|
|
24-Feb-09
|
(200)
|
0.540
|
|
27-Feb-09
|
1900
|
0.604
|
|
09-Mar-09
|
4958
|
0.381
|
|
10-Mar-09
|
2500
|
0.454
|