8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: October 17, 2006

(Date of earliest event reported)

HAUPPAUGE DIGITAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-13559	11-3227864
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

91 Cabot Court, Hauppauge, NY 11788

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (631) 434-1600

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:

G	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
G	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
G	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
G	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On May 25, 2006, the Board of Directors (the “Board”) of Hauppauge Digital, Inc. (the “Company”) adopted, subject to stockholder approval, a third amendment of the Hauppauge Digital, Inc. Employee Stock Purchase Plan (the “Employee Plan Amendment”). On October 17, 2006, at the Company’s 2006 Annual Meeting of Stockholders (the “Meeting”), the Company’s stockholders ratified the adoption of the Employee Plan Amendment. The following summary of the Employee Plan Amendment is qualified in its entirety by the terms of the Employee Plan Amendment, a copy of which is furnished as Exhibit 10.1 hereto.

The Employee Plan Amendment increases the number of shares presently authorized under the Company’s Employee Stock Purchase Plan (the “Employee Plan”) from 260,000 shares to 420,000 shares and extends the termination date of the Employee Plan from December 31, 2006 to December 31, 2010. The Employee Plan was filed as an Exhibit to the Company’s Registration Statement on Form S-8 (Registration No. 333-46910) and as an annex to the Company’s Proxy Statement on Schedule 14A dated September 18, 2006.

On September 5, 2006, the Board of the Company adopted, subject to stockholder approval, an amendment of the Hauppauge Digital, Inc. 2003 Performance and Equity Incentive Plan (the “2003 Plan Amendment”). On October 17, 2006, at the Meeting, the Company’s stockholders ratified the adoption of the 2003 Plan Amendment. The following summary of the 2003 Plan Amendment is qualified in its entirety by the terms of the 2003 Plan Amendment, a copy of which is furnished as Exhibit 10.2 hereto.

The 2003 Plan Amendment increases the number of shares of Common Stock reserved for issuance and available for delivery through Incentive Stock Options under the Company’s 2003 Performance and Equity Incentive Plan (the “2003 Plan”) from 500,000 shares to 1,500,000 shares. The 2003 Plan was filed as an Exhibit to the Company’s Registration Statement on Form S-8 (Registration No. 333-109065) and as an annex to the Company’s Proxy Statement on Schedule 14A dated September 18, 2006.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	10.1	Third Amendment to the Hauppauge Digital, Inc. Employee Stock Purchase Plan.
	10.2	Amendment to the Hauppauge Digital, Inc. 2003 Performance and Equity Incentive Plan.

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.

	HAUPPAUGE DIGITAL INC.
Date: October 17, 2006	By:	/s/ Gerald Tucciarone
		Gerald Tucciarone Chief Financial Officer

EX-10.1

PLAN AMENDMENT

THIRD AMENDMENT

TO

HAUPPAUGE DIGITAL INC.

EMPLOYEE STOCK PURCHASE PLAN

WHEREAS, Hauppauge Digital, Inc. (the “Company”) has heretofore adopted an Employee Stock Purchase Plan (the “Plan”), pursuant to Section 423 of the Internal Revenue Code which Plan as heretofore amended is about to expire, and

WHEREAS, the purpose of this Third Amendment is to increase the number of shares presently authorized under the Plan from 260,000 to 420,000 and to extend the termination date from December 31, 2006 to December 31, 2010; and

WHEREAS, this Third Amendment as duly authorized by the Directors of the Company is subject to the affirmative vote of the holders of the majority of the outstanding Common Shares of the Company, present and represented, at the next meeting of Stockholders.

NOW, THEREFORE it is agreed:

A.   Section 4.01 of the Plan is hereby further amended to increase the number of shares reserved for issuance under the Plan from 260,000 shares of Common Stock to 420,000 shares of Common Stock, which shares shall be authorized, but unissued, shares of Common Stock.

B.   Section 4.02 of the Plan is hereby further amended to change the date of December 31, 2006 to December 31, 2010.

C.   Except as amended herein all of the other terms of the Plan, as amended to date shall continue in full force and effect.

D.   The effective date of this Third Amendment is December 31, 2006 subject to approval by the holders of a majority of the shares of Common Stock present and represented at the next special or annual meeting of the stockholders of the Company duly held.

	HAUPPAUGE DIGITAL INC.
May 25, 2006	By:	/s/ Kenneth Plotkin
Dated

EX-10.2

AMENDMENT

TO

HAUPPAUGE DIGITAL INC.

2003 PERFORMANCE AND EQUITY

INCENTIVE PLAN

WHEREAS, Hauppauge Digital Inc. (the “Company”) has heretofore adopted a 2003 Performance and Equity Incentive Plan (the ‘Plan”) which now has available only a limited number of available shares that may be issued; and

WHEREAS, the purpose of this Amendment is to increase the number of shares authorized under the Plan from 500,000 to 1,500,000; and

WHEREAS, this Amendment as duly authorized by the Directors of the Company is subject to the affirmative vote of the holders of a majority of the Common Shares of the Company present and represented at the next meeting of the Stockholders;

NOW, THEREFORE, it is agreed:

A.   Section 3.1 of the Plan is hereby amended to increase the number of shares reserved for issuance under the Plan from 500,000 shares of Common Stock to 1,500,000 shares of Common Stock which shares shall be authorized but unissued shares of Common Stock.

B.   Section 3.5 of the Plan is hereby amended to change the numbers of shares available for delivery under the Plan through Incentive Stock Options from 500,000 to 1,500,000 shares.

C.   Except as amended herein all of the other terms of the Plan shall continue in full force and effect.

D.   The effective date of this Amendment is September 5, 2006 subject to approval by the holders of a majority of the shares of Common Stock present and represented at the next special or annual meeting of the stockholders of the Company duly held.

	HAUPPAUGE DIGITAL INC.
September 5, 2006	By:	/s/ Kenneth Plotkin
Dated