exv4w14



 





Exhibit 4.14



NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.




HearUSA, Inc.




WARRANT




	 	 	 
	Warrant No.                    

	 	Dated:                                       







     HearUSA, Inc., a Delaware corporation (the “Company”), hereby certifies
that, for value received,                     or its registered assigns (“Holder”), is
entitled, subject to the terms set forth below, to purchase from the Company up
to a total of                     shares of common stock, $.10 par value per share (the
“Common Stock”), of the Company (each such share, a “Warrant Share” and all
such shares, the “Warrant Shares”) at an exercise price equal to $1.00 per
share (as adjusted from time to time as provided in Section 7, the “Exercise
Price”), at any time and from time to time from and after the date hereof and
through and including                    , 2005 (the “Expiration Date”), and subject to
the following terms and conditions:



          1.      Registration of Warrant. The Company shall register this
Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time.
The Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, and the Company shall
not be affected by notice to the contrary.



          2.      Registration of Transfers and Exchanges. Subject to compliance
with the legend set forth on the face hereof and the terms of this Section as
to transfer, the Company shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant, with the Form
of Assignment attached hereto duly completed and signed, to the Company at its
address for notice set forth in Section 11. Upon any such registration or
transfer, a new warrant to purchase Common Stock, in substantially the form of
this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of
this Warrant so transferred shall be



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issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any, shall
beissued to the transferring Holder. The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance by such transferee of all of
the rights and obligations of a holder of a Warrant.



          3.      Duration and Exercise of Warrants.



                    (a)      This Warrant shall be exercisable by the registered Holder on any
business day before 5:00 P.M., New York City time, at any time and from time to
time on or after the date hereof to and including the Expiration Date. At 5:00
P.M., New York City time on the Expiration Date, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value.



                    (b)      Upon delivery of a duly completed and signed Form of Election to
Purchase attached hereto to the Company at its address for notice set forth in
Section 11 and upon payment of the Exercise Price multiplied by the number of
Warrant Shares that the Holder intends to purchase hereunder, in the manner
provided hereunder, all as specified by the Holder in the Form of Election to
Purchase, the Company shall promptly (but in no event later than 5 business
days after the Date of Exercise (as defined herein)) issue or cause to be
issued and cause to be delivered to or upon the written order of the Holder and
in such name or names as the Holder may designate, a certificate for the
Warrant Shares issuable upon such exercise, which shall bear a restrictive
legend substantially similar to the legend appearing on this Warrant. Any
person so designated by the Holder to receive Warrant Shares shall be deemed to
have become holder of record of such Warrant Shares as of the Date of Exercise
of this Warrant.



                    A “Date of Exercise” means the date on which the Company shall have
received (i) the Form of Election to Purchase attached hereto (or attached to
such New Warrant) appropriately completed and duly signed, and (ii) payment in
full of the Exercise Price for the number of Warrant Shares so indicated by the
holder hereof to be purchased.



          4.      Payment of Taxes. The Company will pay all documentary stamp
taxes attributable to the issuance of Warrant Shares upon the exercise of this
Warrant; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or Warrants in a name other
than that of the Holder. The Holder shall be responsible for all other tax
liability that may arise as a result of holding or transferring this Warrant or
receiving Warrant Shares upon exercise hereof.



          5.      Replacement of Warrant. If this Warrant is mutilated, lost,
stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and
substitution for this Warrant, a New Warrant, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction and
indemnity, if requested, satisfactory to it. Applicants for a New Warrant
under such circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable charges as the Company
may prescribe.



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          6.      Reservation of Warrant Shares. The Company covenants that it
will at all times reserve and keep available out of the aggregate of its
authorized but unissued Common Stock, solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the
number of Warrant Shares which are then issuable and deliverable upon the
exercise of this entire Warrant, free from statutory preemptive rights (taking
into account the adjustments and restrictions of Section 7). The Company
covenants that all Warrant Shares that shall be so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in
accordance with the terms hereof, be duly and validly authorized, issued and
fully paid and nonassessable.



          7.      Certain Adjustments. The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 7. Upon each such adjustment of the
Exercise Price pursuant to this Section 7, the Holder shall thereafter prior to
the Expiration Date be entitled to purchase, at the Exercise Price resulting
from such adjustment, the number of Warrant Shares obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting
from such adjustment.



                    (a)      If the Company, at any time while this Warrant is outstanding, (i)
shall pay a stock dividend (except scheduled dividends paid on outstanding
preferred stock as of the date hereof which contain a stated dividend rate) or
otherwise make a distribution or distributions on shares of its Common Stock or
on any other class of capital stock payable in shares of Common Stock, (ii)
subdivide outstanding shares of Common Stock into a larger number of shares, or
(iii) combine outstanding shares of Common Stock into a smaller number of
shares, the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding before such event and of which the denominator
shall be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding after such event. Any adjustment made pursuant to this
Section shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of
a subdivision or combination, and shall apply to successive subdivisions and
combinations.



                    (b)      In case of any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is converted into other
securities, cash or property, then the Holder shall have the right thereafter
to exercise this Warrant only into the shares of stock and other securities and
property receivable upon or deemed to be held by holders of Common Stock
following such reclassification or share exchange, and the Holder shall be
entitled upon such event to receive such amount of securities or property equal
to the amount of Warrant Shares such Holder would have been entitled to had
such Holder exercised this Warrant immediately prior to such reclassification
or share exchange. The terms of any such reclassification or share exchange
shall include such terms so as to



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continue to give to the Holder the right to receive the securities or
property set forth in this Section 7(b) upon any exercise following any such
reclassification or share exchange.



                    (c)      If the Company, at any time while this Warrant is outstanding, shall
distribute to all holders of Common Stock (and not to holders of this Warrant)
evidences of its indebtedness or assets or rights or warrants to subscribe for
or purchase any security (excluding those referred to in or to any issuances in
accordance with the Rights Agreement, dated December 14, 1999, between the
Company and the Rights Agent named therein as such may be amended from time to
time), then in each such case the Exercise Price shall be determined by
multiplying the Exercise Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such distribution
by a fraction of which the denominator shall be the Exercise Price determined
as of the record date mentioned above, and of which the numerator shall be such
Exercise Price on such record date less the then fair market value at such
record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined
by the Company’s independent certified public accountants that regularly
examines the financial statements of the Company (an “Appraiser”).



                    (d)      For the purposes of this Section 7, the following clauses shall also
be applicable:



                               (i)      Record Date. In case the Company shall take a record of the
holders of its Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common Stock or in securities
convertible or exchangeable into shares of Common Stock, or (B) to subscribe
for or purchase Common Stock or securities convertible or exchangeable into
shares of Common Stock, then such record date shall be deemed to be the date of
the issue or sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be.



                               (ii)      Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any such shares shall be
considered an issue or sale of Common Stock.



                    (e)      All calculations under this Section 7 shall be made to the nearest
cent or the nearest share, as the case may be.



          8.      Payment of Exercise Price. The Holder shall pay the Exercise
Price in cash in immediately available funds by wire transfer or by certified
bank check.



          9.      Fractional Shares. The Company shall not be required to issue
or cause to be issued fractional Warrant Shares on the exercise of this
Warrant. The number of full Warrant Shares which shall be issuable upon the
exercise of this Warrant shall be computed on the basis of the aggregate number
of Warrant Shares purchasable on exercise of this Warrant so
presented.



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If any fraction of a Warrant Share would, except for the
provisions of this Section, be issuable on the exercise of this Warrant, the
Company shall round to the nearest whole share and issue that number of Warrant
Shares.



          10.      Piggyback Registration Rights. The Company hereby agrees that
if it files a resale registration statement with the Securities and Exchange
Commission to register shares of the Company’s Common Stock for resale by
security holders of the Company, it will provide advance notice of such filing
to the Holder and the Holder may elect to include the Warrant Shares in any
such resale registration statement and otherwise request that the Company
effect the registration of the Warrant Shares for resale by the Holder. The
Holder acknowledges and agrees that this provision shall not require the
Company to register the Warrant Shares for resale other than pursuant to these
piggyback rights and that this provision shall not apply in the event the
Company files a registration statement for the registration of a primary
offering of its securities, for registration of securities in connection with
one or more employee benefit plans or for registration of securities in
connection with an acquisition or merger in which the Company is involved and
will be the surviving entity.



          11.      Notices. Any and all notices or other communications or
deliveries hereunder shall be in writing and shall be deemed given and
effective on the earliest of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified in this Section prior to 5:00 p.m. (New York City time) on a business
day, (ii) the business day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified in this Section later than 5:00 p.m. (New York City time) on any date
and earlier than 11:59 p.m. (New York City time) on such date, (iii) the
business day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required to be given. The addresses for such communications
shall be: (i) if to the Company, to 1250 Northpoint Parkway, West Palm Beach,
FL 33407 or facsimile number (561) 688-8893, attention Chairman, or (ii) if to
the Holder, to the Holder at the address or facsimile number appearing on the
Warrant Register or such other address or facsimile number as the Holder may
provide to the Company in accordance with this Section.



          12.      Warrant Agent. The Company shall serve as warrant agent under
this Warrant. Upon ten days’ notice to the Holder, the Company may appoint a
new warrant agent. Any corporation into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to
which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of
its corporate trust or shareholders services business shall be a successor
warrant agent under this Warrant without any further act. Any such successor
warrant agent shall promptly cause notice of its succession as warrant agent to
be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.



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          13.      Miscellaneous.



                     (a)      This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and assigns. This Warrant may
be amended only in writing signed by the Company and the Holder and their
successors and assigns.



                     (b)      Subject to Section 13(a), above, nothing in this Warrant shall be
construed to give to any person or corporation other than the Company and the
Holder any legal or equitable right, remedy or cause under this Warrant. This
Warrant shall inure to the sole and exclusive benefit of the Company and the
Holder.



                     (c)      The corporate laws of the State of Delaware shall govern all issues
concerning the relative rights of the Company and its stockholders and all
other questions concerning the construction, validity, enforcement and
interpretation of this Warrant.



                     (d)      The headings herein are for convenience only, do not constitute a part
of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof.



                     (e)      In case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Warrant shall not in any way be affected
or impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefore, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.



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          IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated above.



	 	 	 
	 	 	
HearUSA, Inc.
	 	 	 
	 	 	
By:
	 	 	
Title:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 







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FORM OF ELECTION TO PURCHASE



(To be executed by the Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)




To HearUSA, Inc.:




     In accordance with the Warrant enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase                    
shares of common stock, $.10 par value per share, of HearUSA, Inc. (the “Common
Stock”) and encloses herewith $                    in cash, certified or official bank
check or checks, which sum represents the aggregate Exercise Price (as defined
in the Warrant) for the number of shares of Common Stock to which this Form of
Election to Purchase relates, together with any applicable taxes payable by the
undersigned pursuant to the Warrant.



     The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of



	 	 	 
	

	 	PLEASE INSERT SOCIAL SECURITY
	OR
	 	 
	

	 	TAX IDENTIFICATION NUMBER
	 
	 	 
	

	 	
 









(Please print name and address)




     The undersigned represents and warrants it is an accredited investor under
Rule 501(a) under the Securities Act of 1933, as amended.



     If the number of shares of Common Stock issuable upon this exercise shall
not be all of the shares of Common Stock which the undersigned is entitled to
purchase in accordance with the enclosed Warrant, the undersigned requests that
a New Warrant (as defined in the Warrant) evidencing the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby
be issued in the name of and delivered to:






(Please print name and address)












	 	 	 	 	 
	Dated: _______, __	 	Name of Holder:
	 
	 	 	 	 
	

	 	 	 	(Print)
	

	 	 	 	
 
	 
	 	 	 	 
	

	 	 	 	(By:)
	

	 	 	 	
 
	

	 	 	 	(Name:)

(Title:)
	

	 	 	 	(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant)







 









 






FORM OF ASSIGNMENT




[To be completed and signed only upon transfer of Warrant]




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto                                        the right represented by the within
Warrant to purchase                     shares of Common Stock of HearUSA, Inc. to
which the within Warrant relates and appoints                     attorney to
transfer said right on the books of HearUSA, Inc. with full power of
substitution in the premises.



	 	 	 	 	 
	Dated:	 	 	 	 
	____________, ___	 	 	 	 
	 	 	
 



(Signature must conform in all respects to name
of holder as specified on the face of the
Warrant)	 	 
	 	 	
 



Address of Transferee	 	 
	 	 	
 


	 	 
	 	 	
 


	 	 
	In the presence of: