UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Check the appropriate box to designate the rule pursuant to which the Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
CUSIP NO. |
422360305 |
SCHEDULE 13G | Page | 2 |
of | 9 |
Pages |
1. | NAMES OF REPORTING PERSONS Siemens Hearing Instruments, Inc. |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) o | |||||
(b) o | |||||
Not Applicable. | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware, United States of America | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 6,400,000 | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
6,400,000 | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,400,000 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ||||
o | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
14.44%* | |||||
12. | TYPE OF REPORTING PERSON | ||||
CO |
* | The percentage set forth above is based upon an aggregate of 44,318,254 shares of common stock, par value $0.10 per share (the Common Stock), of HearUSA, Inc. (the Issuer) outstanding, which is the sum of 37,918,254 shares of Common Stock outstanding reported by the Issuer in its most recent Form 10-Q filed on November 10, 2008 and 6,400,000 shares (the Shares) newly issued by the Issuer to Siemens Hearing Instruments, Inc. (Siemens Hearing) on December 23, 2008. The purchase price for the Shares was paid by the conversion of $3,840,000 of pre-existing debt owed to Siemens Hearing by the Issuer. |
Page 2 of 9 Pages
CUSIP NO. |
422360305 |
SCHEDULE 13G | Page | 3 |
of | 9 |
Pages |
1. | NAMES OF REPORTING PERSONS Siemens Aktiengesellschaft |
||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) o | |||||
(b) o | |||||
Not Applicable. | |||||
3. | SEC USE ONLY | ||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Federal Republic of Germany | |||||
5. | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6. | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 6,400,000 | ||||
EACH | 7. | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8. | SHARED DISPOSITIVE POWER | |||
6,400,000 | |||||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,400,000 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ||||
o | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
14.44%* | |||||
12. | TYPE OF REPORTING PERSON | ||||
CO |
* | The percentage set forth above is based upon an aggregate of 44,318,254 shares of Common Stock of the Issuer outstanding, which is the sum of 37,918,254 shares of Common Stock outstanding reported by the Issuer in its most recent Form 10-Q filed on November 10, 2008 and 6,400,000 Shares newly issued by the Issuer to Siemens Hearing on December 23, 2008. The purchase price for the Shares was paid by the conversion of $3,840,000 of pre-existing debt owed to Siemens Hearing by the Issuer. |
Page 3 of 9 Pages
Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuers Principal Executive Offices: |
Item 2(a). | Name of Person Filing: |
Item 2(b). | Address of Principal Business Office: |
Item 2(c). | Citizenship: |
Item 2(d). | Title of Class of Securities |
Item 2(e). | CUSIP Number: |
Page 4 of 9 Pages
Item 3. | If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a)
|
o | Broker or dealer registered under Section 15 of the Act. | ||
(b)
|
o | Bank as defined in Section 3(a)(6) of the Act. | ||
(c)
|
o | Insurance company as defined in Section 3(a)(19) of the Act. | ||
(d)
|
o | Investment company registered under Section 8 of the Investment Company Act of 1940. | ||
(e)
|
o | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E). | ||
(f)
|
o | An employee benefit plan or endowment fund in accordance with 240.13d- 1(b)(1)(ii)(F). | ||
(g)
|
o | A parent holding company or control person in accordance with 240.13d- 1(b)(1)(ii)(G). | ||
(h)
|
o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
(i)
|
o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. | ||
(j)
|
o | Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). |
Item 4. | Ownership |
(a) Amount Beneficially Owned: |
6,400,000 | |||
(b) Percent of Class: |
14.44 | %* | ||
(c) Number of shares as to which such person has: |
||||
(i) Sole power to vote or to direct the vote: |
0 | |||
(ii) Shared power to vote or to direct the vote: |
6,400,000 | |||
(iii) Sole power to dispose or to direct the disposition of: |
0 | |||
(iv) Shared power to dispose or to direct the disposition of: |
6,400,000 |
* | The percentage set forth above is based upon an aggregate of 44,318,254 shares of Common Stock of the Issuer outstanding, which is the sum of 37,918,254 shares of Common Stock outstanding reported by the Issuer in its most recent Form 10-Q filed on November 10, 2008 and 6,400,000 Shares newly issued by the Issuer to Siemens Hearing on December 23, 2008. The purchase price for the Shares was paid by the conversion of $3,840,000 of pre-existing debt owed to Siemens Hearing by the Issuer. |
Page 5 of 9 Pages
Item 5. | Ownership of Five Percent or Less of Class |
Item 6. | Ownership of More Than 5 Percent on Behalf of Another Person |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Item 8. | Identification and Classification of Members of the Group |
Item 9. | Notice of Dissolution of Group |
Item 10. | Certification |
Page 6 of 9 Pages
SIEMENS HEARING INSTRUMENTS, INC. |
||||
Dated: January 2, 2009 | By: | /s/ Christi M. Pedra | ||
Name: | Christi M. Pedra | |||
Title: | Chief Executive Officer | |||
By: | /s/ Nicolau Gaeta | |||
Name: | Nicolau Gaeta | |||
Title: | Chief Financial Officer | |||
Page 7 of 9 Pages
SIEMENS AKTIENGESELLSCHAFT |
||||
Dated: January 2, 2009 | By: | /s/ Werner Paul Schick | ||
Name: | Dr. Werner Paul Schick | |||
Title: | Chief Counsel Corporate Capital Markets | |||
By: | /s/ Lothar Wilisch | |||
Name: | Mr. Lothar Wilisch | |||
Title: | Head of Equity Capital Markets | |||
Page 8 of 9 Pages
SIEMENS HEARING INSTRUMENTS, INC. |
||||
Dated: January 2, 2009 | By: | /s/ Christi M. Pedra | ||
Name: | Christi M. Pedra | |||
Title: | Chief Executive Officer | |||
By: | /s/ Nicolau Gaeta | |||
Name: | Nicolau Gaeta | |||
Title: | Chief Financial Officer | |||
SIEMENS AKTIENGESELLSCHAFT |
||||
Dated: January 2, 2009 | By: | /s/ Werner Paul Schick | ||
Name: | Dr. Werner Paul Schick | |||
Title: | Chief Counsel Corporate Capital Markets | |||
By: | /s/ Lothar Wilisch | |||
Name: | Mr. Lothar Wilisch | |||
Title: | Head of Equity Capital Markets | |||
Page 9 of 9 Pages