As filed with the Securities and
Exchange Commission on November 28, 2006 Registration No. 333-_____
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U.S. SECURITIES AND EXCHANGE
COMMISSION Washington,
D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
HIRSCH INTERNATIONAL CORP.
(exact name of Registrant as specified in its charter)
Delaware 11-2230715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
50 Engineers Road
Hauppauge, New York 11788
(Address of principal executive offices)
Hirsch International Corp. - 2003 Stock Option Plan
(Full title of the plan)
Beverly Eichel
Executive Vice President-Finance, Chief
Financial Officer and Secretary
Hirsch International Corp.
50 Engineers Road
Hauppauge, New York 11788
(516) 436-7100
Copy to:
Adam P. Silvers, Esq.
Ruskin Moscou Faltischek, P.C.
1425 Reckson Plaza, East Tower, 15th Floor
Uniondale, New York 11556
(516) 663-6600 (516)
663-6643 (facsimile)
CALCULATION OF REGISTRATION FEE
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Number of shares Proposed maximum Proposed maximum
Title of each class of securities to be to be Offering price per aggregate offering Amount of
registered registered(1) share price Registration fee (2)
Class A Common Stock, $.01 par value 1,000,000(3) $2.03 $2,030,000 $217.21
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
registration statement includes an indeterminate number of additional shares,
which may be offered and issued to prevent dilution from stock splits, stock
dividends or similar transactions as provided in the above referenced Plan.
(2) Estimated solely for the purposes of calculating the registration fee of
this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, using the average of the high and low sales prices for the Class A
Common Stock of Hirsch International Corp. as reported on Nasdaq Capital Market
on November 24, 2006.
(3) Consists of additional shares authorized under the 2003 Stock Option Plan,
as amended.
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PART I
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended, this Registration Statement is filed by Hirsch International
Corp. (the "Company") for the purpose of registering additional securities under
the Company's 2003 Stock Option Plan, as amended, which are the same class as
those registered under the currently effective Registration Statement on Form
S-8 (Registration No. 333-122627) relating to the 2003 Stock Option Plan, as
amended, and the contents of that Registration Statement, including any
amendments thereto or filings incorporated therein, are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K (File No. 23434) for the year
ended January 28, 2006;
(b) The Company's Quarterly Report on Form 10-Q (File No. 23434) for the
quarter ended September 30, 2006;
(c) The Company's Quarterly Report on Form 10-Q (File No. 23434) for the
quarter ended June 30, 2006;
(d) The Company's Quarterly Report on Form 10-Q (File No. 23434) for the
quarter ended March 31, 2006; and
(e) The description of the Company's Common Stock contained in its
Registration Statement on Form S-3 (Registration Nos. 333-26539 and
333-28603) filed with the Commission on May 6, 1997.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which removes from registration all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
4.1 Hirsch International Corp. 2003 Stock Option Plan, as amended
(incorporated by reference from the Company's definitive Proxy
Statement filed with the Commission on December 21, 2005).
5.1 Opinion of Ruskin Moscou Faltischek, P.C.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Ruskin Moscou Faltischek, P.C. (contained in Exhibit 5.1
hereof)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Hauppauge, New York on the 27th day of November, 2006.
HIRSCH INTERNATIONAL CORP.
By: /s/Beverly Eichel
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Beverly Eichel, Executive Vice
President-Finance Chief Financial
Officer and Secretary
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed on its behalf by the
undersigned, thereunto duly authorized, in Hauppauge, New York on the 27th day
of November, 2006.
Members of the Board of Directors:
/s/ Henry Arnberg Chairman of the Board of Directors
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Name: Henry Arnberg
/s/ Paul Gallagher President, Chief Executive Officer,
- --------------------------------- Chief Operating Officer and Director
Name: Paul Gallagher
/s/ Beverly Eichel Executive Vice President - Finance, Chief
- --------------------------------- Financial Officer and Secretary
Name: Beverly Eichel
/s/ Daniel Vasquez Corporate Controller
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Name: Daniel Vasquez
/s/ Marvin Broitman Director
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Name: Marvin Broitman
/s/ Mary Ann Domuracki Director
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Name: Mary Ann Domuracki
/s/ Christopher J. Davino Director
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Name: Christopher J. Davino