UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): ~~August~~ 17September 9, 2011

HearUSA, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-11655 (Commission File Number) 22-2748248 (I.R.S. Employer Identification No.)

Delaware	001-11655	22-2748248
(State or Other	(Commission	(I.R.S. Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

1250 Northpoint Parkway
West Palm Beach, Florida		33407
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code:

(561) 478-8770

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1Item 2.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

InOn ~~connection~~September ~~with its ongoing Chapter 11 case in the U.S. Bankruptcy Court for the Southern District of Florida~~9, ~~West Palm Beach Division (the “Bankruptcy Court”)~~2011, HearUSA, Inc. (“the “Company”) ~~conducted~~closed aon ~~Section 363 auction for~~ the sale of substantially all ofthe ~~its~~Company’s assets onpursuant ~~July 29,~~to ~~2011~~the inpreviously ~~Ft.~~disclosed ~~Lauderdale,~~Asset ~~Florida. As~~Purchase aAgreement ~~result~~dated as of ~~that~~July ~~auction~~29, 2011 (the “Asset Purchase Agreement”) by and among the Company and Auxiliary Health Benefits Corporation d/b/a National Ear Care Plan, as sellers, and Audiology Distribution, LLC (the “Purchaser”), a wholly owned subsidiary of Siemens Hearing Instruments, Inc., or its permitted assigns, as purchaser, ~~(the “Purchaser”)~~ and Siemens Hearing Instruments, Inc. or its permitted assigns (for limited purposes only) (“Siemens”). The ~~entered~~sale ~~into~~was anconducted ~~Asset Purchase Agreement, dated as of July 29, 2011 (the “Asset Purchase Agreement”),~~ pursuant to ~~which~~ the ~~Company~~provisions ~~agreed to sell substantially all~~ of ~~its~~Section ~~assets to the Purchaser pursuant to Sections 105,~~ 363 ~~and 365~~ of the U.S. Bankruptcy Code ~~(the “Bankruptcy Code”), subject to Bankruptcy Court approval~~ and ~~the~~was ~~satisfaction~~approved ofby ~~certain conditions set forth in~~ the ~~Asset~~U.S. ~~Purchase~~Bankruptcy ~~Agreement. Pursuant~~Court tofor the ~~Asset~~Southern ~~Purchase~~District ~~Agreement and applicable provisions~~ of ~~the Bankruptcy Code~~Florida, ~~the~~West ~~Agreement~~Palm isBeach ~~binding~~Division on ~~the~~August ~~Company~~17, ~~upon issuance by the Bankruptcy Court of an order approving the transaction (the “Sale Order”)~~2011.

OnThe ~~August~~aggregate 17consideration received by the Company was comprised of approximately $71 million in cash plus the assumption of certain liabilities. As previously reported, ~~2011~~Siemens credit bid approximately $30.7 million of its secured loan to the Company in connection with the 363 sale offer, reducing that liability of the ~~Bankruptcy~~Company ~~Court~~upon ~~issued~~the consummation of the ~~Sale~~sale. In ~~Order~~addition, Siemens has agreed to an unconditional waiver of its right to receive any distribution with respect to the 6.4 million shares of the Company’s common stock that it owns and to elimination of the possibility of a rejection damages claim regarding the supply agreement between the Company and Siemens.

~~Pursuant~~Prior to the ~~terms~~execution of the Asset Purchase Agreement, the ~~Purchaser~~Company ~~has~~and ~~agreed~~Siemens towere ~~purchase~~parties ~~the~~to ~~acquired assets for~~ a ~~purchase~~credit ~~price~~agreement, ~~estimated~~supply atagreement ~~approximately~~and ~~$109~~investor ~~million~~rights ~~(the “Purchase Price”)~~agreement. ~~The~~Borrowings ~~Purchase~~under ~~Price~~the iscredit ~~comprised~~agreement ofwere ~~$66.8~~secured ~~million~~by insubstantially ~~cash~~all ~~plus~~of ~~certain~~the ~~assumed~~assets ~~liabilities (which includes repayment or assumption~~ of the ~~$10~~Company. Principal ~~million~~and ~~debtor-in-possession~~interest ~~(DIP)~~under ~~financing provided by~~ the ~~stalking~~credit ~~horse~~agreement ~~bidder,~~were ~~William~~permitted ~~Demant~~to ~~Holdings~~be ~~A/S),~~paid ~~plus~~in ~~the~~large ~~payment~~part ofwith ~~cure~~rebates ~~costs~~earned ~~for~~by ~~assumed contracts, and~~ the ~~assumption~~Company ofbased ~~various~~on ~~liabilities~~purchases of ~~the~~hearing ~~company. In~~aids ~~addition,~~from Siemens ~~has~~pursuant ~~agreed~~ to anthe ~~unconditional~~long-term ~~waiver~~supply ofagreement. The ~~its~~supply ~~right~~agreement torequired ~~receive~~that ~~any~~the ~~distribution~~Company ~~with~~purchase ~~respect~~a tominimum ~~the~~of ~~6.4~~90% ~~million shares~~ of ~~the~~its ~~Company’s~~hearing ~~common~~aid ~~stock~~requirements ~~that~~from itSiemens ~~owns~~or inits ~~the~~affiliates ~~event~~for ~~that~~ the ~~sale~~term toof ~~the~~that ~~Purchaser~~agreement, ~~under~~through ~~the~~February ~~Asset~~2015. The ~~Purchase~~investor ~~Agreement~~rights isagreement ~~consummated. For~~was ~~purposes~~entered ofinto ~~the~~with ~~bidding~~Siemens in ~~the~~2008 ~~Section~~when ~~363~~Siemens ~~auction,~~acquired ~~the~~approximately ~~Company~~6.4 ~~estimated~~million ~~the~~shares ~~value~~ of the ~~waiver~~Company’s ofcommon ~~distribution~~stock ~~to be~~ in ~~the~~connection ~~range~~with ofamendments ~~$6.0~~ to ~~$7.0~~the ~~million,~~credit ~~subject~~agreement toand ~~final~~supply ~~reconciliation~~agreement ofand ~~assumed~~provided ~~liabilities,~~for ~~excluded~~certain ~~liabilities~~registration rights, ~~taxes~~pre-emptive rights and ~~common~~rights ~~stock dilution effects~~ of ~~the~~first ~~transaction~~refusal.

~~Pursuant~~Item to5.02. Departure ~~the~~of ~~Asset~~Directors ~~Purchase~~or ~~Agreement,~~Certain ~~the~~Officers; ~~Company,~~Election ~~Siemens and the Purchaser agreed that, solely for purposes~~ of ~~the~~Directors; ~~comparison~~Appointment of ~~bids~~Certain ~~from~~Officers; ~~the~~Compensatory ~~Purchaser~~Arrangements ~~and William Demant during the Section 363 auction, the offer by the Purchaser would also reflect an amount equal to $20 million corresponding to the value, agreed for such purposes,~~ of ~~eliminating~~Certain ~~the possibility of a rejection damages claim regarding the supply agreement between the Company and Siemens as long as the Purchaser was the prevailing bidder~~Officers.

~~Consummation~~On ofSeptember ~~the sale to the Purchaser is subject to a number of customary conditions~~9, ~~including~~2011, ~~among~~in ~~others,~~connection ~~conditions related to compliance~~ with ~~federal~~the ~~antitrust~~closing ~~regulations;~~requirements ~~accuracy~~set offorth in the ~~representations~~Asset ~~and~~Purchase ~~warranties~~Agreement, of the ~~parties;~~Company ~~material~~terminated ~~compliance by~~ the ~~parties~~employment ~~with~~of ~~their~~its ~~obligations~~interim ~~under~~chief ~~the~~executive ~~Asset~~officer, ~~Purchase~~Gino ~~Agreement;~~Chouinard, and ~~compliance~~its ~~with~~chief ~~certain~~financial ~~specified~~officer, ~~deadlines~~Frank ~~for actions in connection with the bankruptcy case~~Puñal.

~~The~~Item ~~Asset~~5.03. Amendment ~~Purchase~~to ~~Agreement~~Articles ~~may be terminated by the Purchaser under a number~~ of ~~circumstances,~~Incorporation ~~including~~or ~~the Company’s breach of certain representations and covenants~~Bylaws; ~~and~~Change ~~the~~in ~~failure~~Fiscal ~~to close the sale within sixty days after the Sale Order was entered by the Bankruptcy Court~~Year.

~~The~~In connection with the closing of the transactions contemplated by the Asset Purchase Agreement, ison ~~attached~~September as13, ~~Exhibit~~2011, ~~2.1~~the Company filed a Certificate of Amendment to ~~this~~its ~~Current~~Restated ~~Report~~Certificate of Incorporation with the Delaware Secretary of State in order to change its name to “HUSA Liquidating Corporation”. The Certificate of Amendment was effective on ~~Form 8-K~~the date of filing.

~~The~~A ~~Company~~copy ~~and Siemens are parties to an existing credit agreement, supply agreement and investor rights agreement. Borrowings under the credit agreement are secured by substantially all~~ of the ~~assets~~Certificate of ~~the~~Amendment Company. The Company currently owes Siemens approximately $31 million under the credit agreement. Principal and interest may be paid in large part with rebates earned by the Company based on purchases of hearing aids from Siemens pursuant to the ~~long-term~~Restated ~~supply~~Certificate ~~agreement. The supply agreement requires that the Company purchase a minimum~~ of ~~90%~~Incorporation ofis ~~its~~filed ~~hearing~~as ~~aid~~Exhibit ~~requirements from Siemens or its affiliates~~3. ~~The~~11 ~~investor rights agreement was entered into with Siemens in 2008 when Siemens acquired approximately 6.4 million shares of the Company’s common stock in connection with amendments~~ to ~~the~~this ~~credit~~Current ~~agreement~~Report ~~and~~on ~~supply~~Form ~~agreement and provides for certain registration rights, pre~~8-~~emptive rights and rights of first refusal~~K. The acquisition by the Purchaser as provided in the Asset Purchase Agreement will result in the repayment in full of amounts under the credit agreement and the assumption by Siemens of the supply agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1 Asset Purchase Agreement, dated July 29, 2011, by and among HearUSA, Inc. and Auxiliary Health Benefits Corporation d/b/a National Ear Care Plan, as sellers, and Audiology Distribution, LLC or its permitted assigns, as purchaser and Siemens Hearing Instruments, Inc., solely for purposes of Section 12.3.


2.1	Asset Purchase Agreement, dated July 29, 2011, by and among HearUSA, Inc. and Auxiliary Health Benefits Corporation d/b/a National Ear Care Plan, as sellers, and Audiology Distribution, LLC or its permitted assigns, as purchaser and Siemens Hearing Instruments, Inc., solely for purposes of Section 12.3 (incorporated by reference to the Exhibit 2.1 of Company’s Current Report on Form 8-K filed August 24, 2011).

3.11	Certificate of Amendment to the Restated Certificate of Incorporation of HearUSA, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HearUSA, Inc. (Registrant)
Date: August 23, 2011	By:	/s/ Gino Chouinard
		Name: Gino Chouinard
		Title: Interim Chief Executive Officer

	HearUSA, Inc.
	(Registrant)

Date: September 15, 2011	By:	/s/ Joseph Luzinski
		Name: Joseph Luzinski
		Title: Chief Restructuring Officer

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