As filed with the Securities and Exchange Commission on October 29, 2009
Registration No. 333-30237
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HIRSCH INTERNATIONAL CORP.
(Exact name of issuer as specified in its charter)
Delaware | 11-2230715 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
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50 Engineers Road Hauppauge, New York | 11788 |
(Address of Principal Executive Offices) | (Zip Code) |
Hirsch International Corp. - Non-Qualified Stock Option Agreement
(Full title of the plans)
Paul Gallagher
President, Chief Executive Officer and
Chief Operating Officer
Hirsch International Corp.
50 Engineers Road
Hauppauge, New York 11788
(631) 436-7100
(Name, address and telephone number of agent for service)
Copy to:
David E. Fisher, Esq.
Bryan Cave LLP
1290 Avenue of the Americas
New York, NY 10104
Telephone: (212) 541-2000
Fax: (212) 541-4630
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer o
Smaller reporting company x
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-30237) originally filed with the Securities and Exchange Commission on June 27, 1997 (the “Registration Statement”) by Hirsch International Corp., a Delaware corporation (the “Registrant”).
Pursuant to the Agreement and Plan of Merger dated as of July 2, 2009, by and among Hirsch Holdings, Inc., a Delaware corporation (“Parent”), HIC Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the suriving corporation. The Merger was consummated on October 29, 2009.
As a result of the Merger, the Registrant is terminating all offerings of its securities pursuant to existing registration statements, including the Registration Statement. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration all of its securities registered pursuant to the Registration Statement that remained unsold on the date of the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Hauppauge, state of New York, on the 29th day of October 2009.
HIRSCH INTERNATIONAL CORP. | ||
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By: | /s/ Paul Gallagher | |
| Paul Gallagher President, Chief Executive Officer and Chief Operating Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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/s/ Henry Arnberg |
| Chairman of the Board of Directors | October 29,2009 |
Henry Arnberg |
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/s/ Paul Gallagher |
| President, Chief Executive Officer, Chief | October 29, 2009 |
Paul Gallagher |
| Operating Officer and Director |
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/s/ Daniel Vasquez |
| Corporate Controller and Secretary | October 29, 2009 |
Daniel Vasquez |
| (Principal Financial Officer) |
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/s/ Marvin Broitman |
| Director | October 29, 2009 |
Marvin Broitman |
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/s/ Mary Ann Domuracki |
| Director | October 29, 2009 |
Mary Ann Domuracki |
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/s/ Christopher J. Davino |
| Director | October 27, 2009 |
Christopher J. Davino |
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