SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 12, 2006
Date of Report (Date of earliest event reported)
HIRSCH INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
Delaware 0-23434 11-2230715
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
50 Engineers Road
Hauppauge, New York 11788
(631) 436-7100
(Registrant's telephone number, including area code)
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
(17CFR240.14a-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))
Section 1 REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 12, 2006, Hirsch International Corp. ("Hirsch" or the "Company")
entered into a Stock Purchase Agreement (the "Purchase Agreement")with Sheridan
Square Entertainment, Inc. ("SSE") pursuant to which Hirsch sold and SSE
repurchased all of Hirsch's right, title and interest in and to forty (40)
shares of the Series B Convertible Participating Stock of SSE, together with all
payment-in-kind dividends whether or not issued (the "Purchased Stock") for an
aggregate purchase price of $1,200,000 (the "Purchase Price"). The Purchase
Price is payable on or before October 31, 2006.
The Purchase Agreement contains certain restrictions on the ability of SSE
to take certain actions as long as the Purchase Price has not been paid to
Hirsch including a restriction of SSE's ability to redeem its capital stock or
pay dividends and make distributions thereon. In addition, each party released
the other from any claims which it may have against the other party, except for
claims which may arise out of the Purchase Agreement or the transactions
contemplated therein.
The Purchased Stock was acquired by the Company in conjunction with its
execution of the previously terminated Agreement and Plan of Merger dated July
20, 2005 to which Hirsch entered into with SSE and SSE Acquisition Corp.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit 10.1 Stock Purchase Agreement dated as of July 12, 2006 by and
between Hirsch International Corp. and Sheridan Square Entertainment, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HIRSCH INTERNATIONAL CORP.
By: /s/ Beverly Eichel
-------------------------------------
Beverly Eichel
Executive Vice President - Finance,
Chief Financial Officer and Secretary
Dated: July 17, 2006