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): March 15, 2012

~~reported):~~HUSA ~~September~~Liquidating ~~9, 2011~~Corporation

HearUSA, Inc.

(Exact Name of Registrant as Specified in Charter)

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

1250 Northpoint Parkway
c/o Development Specialists, Inc.
West Palm Beach, Florida		33407
200 South Biscayne Blvd., Suite 1818
Miami, Florida		33131
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (~~561~~305) ~~478~~274-~~8770~~2717

HearUSA, Inc.

1250 Northpoint Parkway

West Palm Beach, Florida 33407

(Former name or former address if changed since last report)

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):

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

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

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

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

Item 28.01. ~~Completion~~Other ~~of Acquisition or Disposition of Assets~~Events.

OnHUSA ~~September~~Liquidating 9,Corporation ~~2011,~~(pka HearUSA, Inc.) (the “Company”) is ~~closed~~filing onthis ~~the~~Form ~~sale~~8-K ofto ~~substantially~~report ~~all~~that ~~the~~on ~~Company’s~~March ~~assets~~15, ~~pursuant~~2012, to the ~~previously~~United ~~disclosed~~States ~~Asset~~Bankruptcy ~~Purchase~~Court ~~Agreement~~for ~~dated~~the asSouthern District of ~~July 29, 2011~~ Florida (the “~~Asset Purchase Agreement~~Court”) byentered ~~and~~an ~~among~~order in the Company’s ~~and~~bankruptcy ~~Auxiliary~~proceeding ~~Health~~(i) ~~Benefits~~conditionally ~~Corporation~~approving ~~d/b/~~a ~~National~~disclosure statement; ~~Ear~~(ii) ~~Care~~establishing record ~~Plan,~~dates asfor ~~sellers,~~notice purposes and ~~Audiology~~for ~~Distribution,~~distribution ~~LLC~~purposes; (~~the “Purchaser”~~iii), setting a ~~wholly~~date ~~owned~~for ~~subsidiary~~a ofconsolidated hearing ~~Siemens~~on ~~Hearing~~(A) ~~Instruments,~~final ~~Inc.,~~approval orof ~~its~~the ~~permitted~~disclosure ~~assigns~~statement, ~~as purchaser,~~ and ~~Siemens~~(B) ~~Hearing~~confirmation ~~Instruments,~~of ~~Inc.~~the orCompany’s ~~its~~Chapter ~~permitted~~11 ~~assigns~~Plan of Liquidation (~~for~~the ~~limited purposes only~~“Plan”); (~~“Siemens”~~iv)~~. The~~ ~~sale~~establishing ~~was~~and ~~conducted~~consolidating ~~pursuant~~deadlines to ~~the~~file ~~provisions~~(A) ofobjections ~~Section~~to ~~363 of~~ the ~~U.S.~~disclosure ~~Bankruptcy~~statement, ~~Code~~ and (B) ~~was~~objections ~~approved~~to byconfirmation; ~~the~~(v) ~~U.S.~~determining ~~Bankruptcy~~that ~~Court~~the ~~for~~solicitation ~~the~~of ~~Southern~~common ~~District~~shareholders ofis ~~Florida,~~not ~~West~~required; ~~Palm~~and ~~Beach~~(vi) ~~Division~~granting related onrelief ~~August~~(the ~~17,~~“Plan ~~2011~~Procedures Order”).

The ~~aggregate~~Plan ~~consideration~~Procedures ~~received~~Order, byamong ~~the~~other ~~Company~~things, ~~was~~established ~~comprised~~March 19, of2012 ~~approximately~~as ~~$71~~the ~~million~~record indate ~~cash~~for ~~plus~~ the ~~assumption~~identification of ~~certain~~holders ~~liabilities. As~~of ~~previously~~common ~~reported,~~stock ~~Siemens credit bid approximately $30.7 million~~ of ~~its secured loan to~~ the Company inentitled ~~connection~~to ~~with~~notice of the ~~363~~Plan ~~sale~~and established ~~offer~~May 14, ~~reducing~~2012 ~~that~~as ~~liability of~~ the ~~Company~~record ~~upon~~date ~~the~~for ~~consummation~~holders of ~~the~~common ~~sale. In~~stock ~~addition,~~entitled ~~Siemens has agreed~~ to andistributions ~~unconditional~~under ~~waiver~~the Plan. Copies of ~~its~~the ~~right~~Plan, tothe ~~receive~~related ~~any~~disclosure ~~distribution~~statement ~~with~~and ~~respect~~a toPlan ~~the~~summary ~~6.4~~are ~~million~~available ~~shares~~via of the ~~Company’s~~PACER ~~common~~system ~~stock~~of ~~that~~the itCourt. ~~owns~~A ~~and~~copy ~~to elimination~~ of the Plan ~~possibility~~Procedures ofOrder ais ~~rejection~~filed ~~damages~~as ~~claim~~an ~~regarding~~exhibit ~~the~~with ~~supply~~this ~~agreement~~Form ~~between the Company and Siemens~~8-K.

~~Prior~~Item ~~to the execution of the Asset Purchase Agreement, the Company and Siemens were parties to a credit agreement, supply agreement and investor rights agreement~~9. ~~Borrowings under the credit agreement were secured by substantially all of the assets of the Company~~01. ~~Principal~~ ~~and~~Financial ~~interest~~Statements under the credit agreement were permitted to be paid in large part with rebates earned by the Company based on purchases of hearing aids from Siemens pursuant to the long-term supply agreement. The supply agreement required that the Company purchase a minimum of 90% of its hearing aid requirements from Siemens or its affiliates for the term of that agreement, through February 2015. The 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 credit agreement and ~~supply agreement and provided for certain registration rights, pre-emptive rights and rights of first refusal~~Exhibits.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

	Exhibit No.	Description
	99.1	Plan Procedures Order of the U.S. Bankruptcy Court for the Southern District of Florida issued March 15, 2012

On September 9, 2011, in connection with the closing requirements set forth in the Asset Purchase Agreement, the Company terminated the employment of its interim chief executive officer, Gino Chouinard, and its chief financial officer, Frank Puñal.SIGNATURE

~~Item~~Pursuant ~~5.03. Amendment~~ to ~~Articles~~the requirements of ~~Incorporation~~the orSecurities ~~Bylaws;~~Exchange ~~Change~~Act inof ~~Fiscal~~1934, ~~Year~~as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

In connection with the closing of the transactions contemplated by the Asset Purchase Agreement, on September 13, 2011, the Company filed a Certificate of Amendment to its Restated 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 the date of filing.~~(Registrant)

A copy of the Certificate of Amendment to the Restated Certificate of Incorporation is filed as Exhibit 3.11 to this Current Report on Form 8-K.

Date: March 16, 2012	By:	/s/ Joseph Luzinski
		Name: Joseph Luzinski
		Title: Chief Restructuring Officer

~~Item~~Exhibit Index ~~9.01. Financial Statements and Exhibits.~~

(d) Exhibits

	Exhibit No.	Description
	99.1	Plan Procedures Order of the U.S. Bankruptcy Court for the Southern District of Florida issued March 15, 2012

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

Filing Compare · HUSA Liquidating Corp