S-8 1 c45659_s8.htm

As filed with the Securities and Exchange Commission on December 14, 2006
                                                            Registration No. 333-____________

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- - - - - - - - - -
HAUPPAUGE DIGITAL INC.
(Exact name of registrant as specified in its charter)

Delaware    11-3227864 
(State or jurisdiction of    (I.R.S. Employer 
incorporation or organization)    Identification Number) 

91 Cabot Court
Hauppauge, New York 11788
(631) 434-1600
(Address of principal executive offices)

Hauppauge Digital Inc. 2003 Performance and Equity Incentive Plan
(Full title of plan)

Mr. Kenneth Plotkin
Chairman of the Board and
Chief Executive Officer
Hauppauge Digital Inc.
91 Cabot Court
Hauppauge, New York 11788
(Name and address of agent for service)

(631) 434-1600
(Telephone number, including area code, of agent for service)
- - - - - - - - - -
Copies to:
Herbert W. Solomon, Esq.
Meltzer, Lippe, Goldstein & Breitstone, LLP
190 Willis Avenue
Mineola, New York 11501
(516) 747-0300
Fax (516) 747-0653


CALCULATION OF REGISTRATION FEE
 
        Proposed    Proposed     
Title of    Amount    maximum    price maximum     
securities to    to be    offering price    aggregate    Amount of 
be registered    registered(a)(b)    per share(c)    offering price(c)    Registration Fee(c) 
Common Stock,                 
par value $.01                 
per share    1,000,000       $6.14        $6,140,000        $657.00
      (a)      The Hauppauge Digital Inc. 2003 performance and equity incentive plan as amended (the “Plan”), authorizes the issuance of an aggregate of 1,500,000 shares of common stock, par value $0.01 of Hauppauge Digital Inc. (the “Company”) (the “Common Stock”) of which 1,000,000 shares are being registered hereunder and 500,000 were previously registered on September 24, 2003.
              
  (b)      The Registration Statement shall also cover any additional shares of the Registrant’s Common Stock issued pursuant to the Plan by reason of any stock dividend, stock split, recapitalization, or any other similar transactions effective without the receipt of consideration which results in an increase in the Registrant’s outstanding shares of Common Stock.
 
  (c)      Estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. The computation is based upon the closing price of the Common Stock as reported on the NASDAQ National Market on December 12, 2006.
 


EXPLANATORY NOTE AND STATEMENT PURSUANT TO GENERAL INSTRUCTION E

     Pursuant to General Instruction E of Form S-8, the Company is filing this Registration Statement with the Securities and Exchange Commission to register an additional 1,000,000 shares of the Company’s Common Stock, under the Plan. Pursuant to General Instruction E, the contents of the Company’s Registration Statement on Form S-8 as filed on September 24, 2003 under registration number 333-109065 for 500,000 shares of the Company’s Common Stock are hereby incorporated by reference into this Common Registration Statement. This Registration Statement also supercedes and replaces post-effective amendment no. 1 filed November 6, 2006 under file no. 333-109065.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     There are hereby incorporated by reference in this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission by the Company:

                (1)  The Company’s Annual Report on Form 10-K for the year ended September 30, 2005 filed on December 29, 2005 pursuant to Section 13(a) of the Securities Exchange Act of 1934;
              
  (2)  The Company’s Definitive Proxy Statement on Form DEF 14A filed on September 25, 2006;
     
  (3)  All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (1) above inclusive of the Form 10Q’s for the company’s quarters ended December 31, 2005, March 31, 2006 and June 30, 2006 and the Form SK’s for December 6 and 28, 2005, February 13, 2006, May 15, 2005, August 11, 2006 and October 17 and 18 (2 filed), 2006; and
     
  (4)  The description of the Company’s Common Stock contained in the Registration Statement on Form 8-A filed on December 13, 1994, pursuant to Section 12(g) of the Exchange Act, and any further amendment or report filed hereafter for the purpose of updating the description.

               All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates all securities offered have been sole or which deregisters 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 by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to he extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated supercedes such statement. Any


statement so modified or superceded shall not be deemed, except as modified or superceded, to constitute a part of this Registration Statement.

          Item 8. Exhibits
     
                     4.1      Hauppauge Digital Inc. 2003 Performance and Equity Plan (Previously filed1 .)
 
  4.1.1      Amendment to Hauppauge Digital Inc. 2003 Performance and Equity Plan. (Previously filed1 .)
 
  5.1      Opinion of Meltzer, Lippe, Goldstein & Breitstone, LLP as to the legality of the securities being offered.
 
  23.1      Consent of BDO Seidman, LLP.
 
  23.3      Consent of Meltzer, Lippe, Goldstein & Breitstone, LLP.
 

1 See the Company’s definitive Proxy Statement filed September 25, 2006.

          Item 9. Undertakings.

                      (a)    The undersigned Registrant hereby undertakes:

                              (1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

                                        (i)      to include any prospectus required by Section 10(a)(3) of the Securities Act;

                                        (ii)     to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

                                        (iii)    To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement.

                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.


                              (2)      That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                              (3)      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

                    (b)      The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                     (c)      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


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 Hauppauge, State of New York, on December 12, 2006.

HAUPPAUGE DIGITAL INC.
     
By: /s/ Kenneth Plotkin    By: /s/ Gerald Tucciarone 
Kenneth Plotkin, Chief Executive Officer         Gerald Tucciarone, Treasurer 
Chairman of the Board,         and Chief Financial Officer 
Vice-President of Marketing         (Principal Financial and 
(Principal Executive Officer)         Accounting Officer) 
Officer     

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Company and in the capacities and as of the date indicated above.

  /s/ Kenneth Plotkin 
Kenneth Plotkin - Director

 
Bernard Herman - Director

/s/ Robert S. Nadel 
Robert S. Nadel - Director

/s/ Christopher G. Payan
Christopher G. Payan - Director

/s/ Neal Page 
Neal Page - Director

/s/ Seymour G. Siegel 
Seymour G. Siegel - Director

 


EXHIBIT INDEX

 

Exhibit Number             Description
                         
  4.1        Hauppauge Digital Inc. 2003 Performance and Equity Incentive Plan. (Previously filed1 ).
 
  4.1.1        Amendment to Hauppauge Digital Inc. 2003 Performance and Equity Plan. (Previously filed1 ).
 
  5.1        Opinion of Meltzer, Lippe, Goldstein & Breitstone, LLP as to the legality of the securities being offered.
 
  23.1        Consent of BDO Seidman, LLP.
 
  23.3        Consent of Meltzer, Lippe, Goldstein & Breitstone, LLP.
 
1See the Company’s Definitive Proxy Statement on Form 14-A filed September 25, 2006.