SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
(Mark
One)
|
x
|
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
fiscal year
ended
September 30,
2008
OR
|
o
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from __________to
__________
Commission
file number
1-13550
HAUPPAUGE DIGITAL,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
|
(State
or other jurisdiction of
|
(I.R.S
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
91 Cabot Court, Hauppauge, New
York
|
|
(Address
of principal executive offices)
|
|
Issuer's
telephone number, including area code
(631)
434-1600
Securities
registered pursuant to Section 12 (b) of the Act:
|
|
Name of each exchange on which
registered
|
|
|
|
Common Stock, $.01 par
value
|
|
Securities
registered pursuant to Section 12 (g) of the Act:
None
(Title of
class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding twelve (12) months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety (90) days
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
x
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 the definitions of “large accelerated filer”, “accelerated
filer” and “small reporting company” in Rule 12b-2 of the Exchange
Act. (Check One):
|
o
Large
Accelerated Filer
|
o
Accelerated Filer
|
o
Non-Accelerated
Filer
|
x
Smal
ler reporting
company
|
(Do not
check box if smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule12b-2
of the Exchange act).
The
aggregate market value of the voting stock held by non-affiliates of the
registrant as of the close of business on March 31, 2008 was approximately
$26,508,750 based upon the last price reported on such date on the NASDAQ Global
Market. Non-affiliates include all stockholders other than officers,
directors and 5% stockholders of the registrant.
As
of December 10, 2008, the number of shares of Common Stock, $0.01 par
value, outstanding was 10,035,660.
DOCUMENTS
INCORPORATED BY REFERENCE
EXPLANATORY
NOTE
We are
filing this Amendment No. 1 to our Annual Report on Form 10-K for the
fiscal year ended September 30, 2008 pursuant to General Instruction G(3)
to Form 10-K for the sole purpose of filing the information required to be
disclosed pursuant to Part III of Form 10-K. This
Form 10-K/A does not reflect events occurring after the filing of the
original Form 10-K. Except for the amendments described above,
this Form 10-K/A does not modify or update the disclosure in our
Annual Report on Form 10-K for the fiscal year ended September 30, 2008
originally filed with the Securities and Exchange Commission on January 13,
2009.
[THE REST
OF THIS PAGE IS BLANK]
PART III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
following table sets forth the positions and offices presently held with us by
each of our directors and executive officers, his age as of January 27, 2009 and
the year in which each director became a director.
|
Name
|
Age
|
Positions
and Offices Held
|
Year
Became Director
|
|
Kenneth
Plotkin
|
57
|
Chairman
of the Board, Chief Executive Officer, President, Chief Operating Officer
and Director
|
1994
|
|
Gerald
Tucciarone
|
53
|
Chief
Financial Officer, Treasurer and Secretary
|
|
|
John
Casey
|
52
|
Vice
President of Technology
|
|
|
Bernard
Herman
|
81
|
Director
|
1996
|
|
Robert
S. Nadel
|
69
|
Director
|
2003
|
|
Neal
Page
|
49
|
Director
|
2003
|
|
Christopher
G. Payan
|
34
|
Director
|
2003
|
|
Seymour
G. Siegel
|
65
|
Director
|
2003
|
Kenneth
Plotkin
is one of our co-founders and has served as our Chairman of the
Board, Chief Executive Officer and one of our directors since our inception in
1994. He has been our President and Chief Operating Officer since
September 27, 2004 and has also served in such offices from March 14, 2001 until
May 1, 2002. Mr. Plotkin served as our Secretary until June 20, 2001
and Vice-President of Marketing from August 2, 1994 until October 16,
2005. He holds a BS and an MS in Electrical Engineering from the
State University of New York at Stony Brook.
Gerald Tucciarone
joined us in January 1995 and has served as Chief Financial Officer and
Treasurer since such time. He has served as our Secretary since July 25,
2005. Prior to his joining us, Mr. Tucciarone served as
Vice-President of Finance, from 1985 to 1992, with Walker-Telecommunications,
Inc., a manufacturer of phones and voice-mail equipment, and from 1992 to 1995,
as Assistant Controller with Chadbourne and Parke. Mr. Tucciarone is
a certified public accountant.
John Casey
has been our Vice President of Technology for more than five years.
Bernard
Herman
has served as one of our directors since 1996, and from 1979 to
1993, Mr. Herman was Chief Executive Officer of Okidata Corp. of Mount Laurel,
New Jersey, a distributor of computer peripheral products. Since
then, he has served as a consultant with reference to computer
products. He is also an Arbitration Neutral for the American
Arbitration Association and the National Association of Security
Dealers.
Robert S.
Nadel
has served as one of our directors since May 16, 2003. He is the
President of Human Resources Spectrum, Inc., a management consulting firm
specializing in executive and employee compensation and benefits and
organizational effectiveness. From 1989 to 1991, Dr. Nadel served as Partner in
Charge of the Actuarial Benefits and Compensation Practice of Deloitte and
Touche, and from 1969 to 1989, he was Managing Partner of the Northeast Region
for the Hay Group. Dr. Nadel received a BBA from City College in
1959, an MS in General Psychology from Yeshiva University in 1962 and a
Doctorate in Public Administration from NYU in 1968.
Neal Page
has served as one of our directors since May 16, 2003. He is the
founder and Chief Executive Officer of Inlet Technologies, Inc., a development
stage company, developing products for the high definition video
market. After founding Osprey Technologies in 1994, he served as
corporate Vice President and General Manager of the Osprey Video Division of
ViewCast Corporation from 1995 to March 2003. From 1994 to 1998, Mr.
Page held both management and engineering positions with Sun Microsystems,
Inc. From 1983 to 1988, Mr. Page developed advanced multimedia
products at General Electric and Data General. He holds Bachelor of
Science and Master of Science degrees in Electrical and Computer Engineering
from North Carolina State University, and has completed executive business
programs at University of North Carolina's Kenan-Flagler Business
School.
Christopher G.
Payan
has served as one of our directors since May 16,
2003. Mr. Payan has served as the Chief Executive Officer of Emerging
Vision, Inc. (“EVI”) since June 2004 and a director of EVI since March
2004. From October 2001 until June 2004, Mr. Payan served as the
Senior Vice President of Finance, Chief Financial Officer, Secretary and
Treasurer of EVI. From April 2002 until June of 2004, Mr. Payan
served as Co-Chief Operating Officer of EVI. Mr. Payan also serves on
the Board of Directors of Newtek Business Services, Inc. From March
1995 through July 2001, Mr. Payan worked for Arthur Andersen LLP, where he
provided various audit, accounting, consulting and advisory services to various
small and mid-sized private and public companies in various
industries. Mr. Payan is a certified public accountant and holds a
Bachelors of Science degree, graduating Cum Laude, with Honors, from C.W. Post –
Long Island University.
Seymour G.
Siegel
has served as one of our directors since May 16,
2003. He is a Certified Public Accountant and a principal in the
Business Consulting Group of Rothstein, Kass & Company, P.C., an accounting
and consulting firm. From 1974 to 1990 he was managing partner and
founder of Siegel Rich and Co, P.C., CPAs which merged into Weiser & Co.,
LLC, where he was a senior partner. He formed Siegel Rich Inc. in 1994, which,
in April, 2000, became a division of Rothstein, Kass & Company,
P.C. Mr. Siegel has been a director, trustee and officer of numerous
businesses, philanthropic and civic organizations. He has served as a
director and member of the audit committees of Barpoint.com, Oak Hall Capital
Fund, Prime Motor Inns Limited Partnership and Noise Cancellation Technologies
Inc., all public companies. He is currently a director and chairman
of the audit committee of EVI, Global Aircraft Solutions, Inc. and Gales
Industries Inc. He is also a member of the compensation committee of EVI and
Global Aircraft Solutions, Inc.
Family
Relationships
There is
no family relationship among any of our executive officers and
directors.
Term
of Office
Each
director will hold office until the next annual meeting of stockholders or until
his or her successor is elected and qualified or until his/her earlier
resignation, removal or death. Each executive officer will hold office until the
next regular meeting of the Board of Directors following the next annual meeting
of stockholders or until his or her successor is elected or appointed and
qualified.
Audit
Committee
The Audit
Committee of the Board of Directors is responsible for (i) recommending
independent accountants to the Board, (ii) reviewing our financial statements
with management and the independent accountants, (iii) making an appraisal of
our audit effort and the effectiveness of our financial policies and practices
and (iv) consulting with management and our independent accountants with regard
to the adequacy of internal accounting controls. The members of the
Audit Committee currently are Messrs. Herman, Payan and Siegel.
Audit
Committee Financial Expert
Our Board
of Directors has determined that it has an "audit committee financial expert" as
defined by Item 401(h) of Regulation S-K as promulgated by the Securities and
Exchange Commission. Our audit committee financial expert is Seymour
G. Siegel. Mr. Siegel is an "independent" director based on the
definition of independence Rule 4200(a)(15) of the listing standards of the
Nasdaq Stock Market.]
Our Board of Directors has adopted a
Code of Ethics for our officers, directors and employees, including our
principal executive officer, principal financial officer, principal accounting
officer or controller and other persons performing similar
functions. You can access our Code of Ethics on our website,
www.hauppauge.com
,
or by writing to our Secretary at our offices at 91 Cabot Court, Hauppauge, New
York 11788. We intend to satisfy the disclosure requirement under
Item 10 of Form 8-K regarding an amendment to, or waiver from, our Code of
Ethics by posting such information on our website,
www.hauppauge.com
.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16 of the Securities Exchange Act of 1934, as amended (“Section 16”), requires
that reports of beneficial ownership of capital stock and changes in such
ownership be filed with the Securities and Exchange Commission by Section 16
“reporting persons,” including directors, certain officers, holders of more than
10% of the outstanding common stock and certain trusts of which reporting
persons are trustees and that copies of such reports be furnished to
us.
To our
knowledge, based solely on a review of copies of Forms 3, 4 and 5 furnished to
us and written representations from such persons that no other reports were
required, our officers, directors and 10% stockholders complied with all Section
16(a) filing requirements applicable to them during the fiscal year ended
September 30, 2008.
ITEM
11. EXECUTIVE COMPENSATION
Summary
Compensation Table
The
following table sets forth certain compensation information for each of the
fiscal years ended September 30 , 2008 and 2007 for our Chief Executive Officer,
Chief Financial Officer and two other most highly compensated executive
officers.
|
Name
and Principal Position
|
Fiscal
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Option
Awards
($)
|
|
|
($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth
Plotkin
|
2008
|
|
$
|
189,377
|
|
|
$
|
91,962
|
(1)
|
|
$
|
-
|
|
|
$
|
6,000
|
|
|
$
|
287,339
|
|
|
President,
Chairman of the Board, Chief Executive Officer, and Chief
Operating Officer
|
2007
|
|
$
|
186,675
|
|
|
$
|
20,000
|
(2)
|
|
$
|
112,400
|
|
|
$
|
8,979
|
|
|
$
|
328,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald
Tucciarone
|
2008
|
|
$
|
164,320
|
|
|
$
|
22.000
|
(1)
|
|
$
|
7,448
|
|
|
|
-
|
|
|
$
|
193,768
|
|
|
Treasurer,
Chief Financial Officer,
|
2007
|
|
$
|
168,357
|
|
|
$
|
20,000
|
(2)
|
|
$
|
25,313
|
|
|
|
-
|
|
|
$
|
213,670
|
|
|
and
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
Casey
|
2008
|
|
$
|
162,240
|
|
|
$
|
12,000
|
(1)
|
|
$
|
24,570
|
|
|
|
-
|
|
|
$
|
198,810
|
|
|
Vice
President of Technology
|
2007
|
|
$
|
165,800
|
|
|
$
|
10,000
|
(2)
|
|
$
|
13,500
|
|
|
|
-
|
|
|
$
|
189,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce
Willins (5)
|
2008
|
|
$
|
167,088
|
|
|
|
22,000
|
(1)
|
|
$
|
9,300
|
|
|
|
-
|
|
|
$
|
198,388
|
|
|
Vice
President of Engineering and Product Marketing
|
2007
|
|
$
|
179,731
|
|
|
$
|
20,000
|
(2)
|
|
$
|
5,020
|
|
|
|
-
|
|
|
$
|
204,751
|
|
|
(1)
|
Based
on fiscal year 2007 financial results and paid during fiscal year
2008.
|
|
|
|
|
(2)
|
Based
on fiscal year 2006 financial results and paid during fiscal year
2007.
|
|
|
|
|
(3)
|
Represent
the dollar amount of stock compensation expense recognized for financial
reporting purposes during the applicable fiscal year computed in
accordance with SFAS 123(R). See Note 6 of Notes to Consolidated Financial
Statements included in this Annual Report on Form 10-K for the fiscal year
ended September 30, 2008 for a description of the assumptions used in that
computation. The actual value realized with respect to option awards will
depend on the difference between the market value of our common stock on
the date the option is exercised and the exercise
price.
|
|
|
|
|
(4)
|
Represents
non-cash compensation in the form of the use of a car and related
expenses, and payment of certain insurance
premiums.
|
|
(5)
|
Bruce
Willins resigned from his position as Vice President of Engineering and
Product Marketing of the Company on July 25,
2008
|
Employment
Contracts
As of
January 10, 1998, following the expiration of a prior employment agreement with
us, Kenneth Plotkin entered into a new employment agreement (the "1998
Employment Agreement") with us to serve in certain of our
offices. The 1998 Employment Agreement provides for a three-year
term, which term automatically renews on an annual basis, unless otherwise
terminated by the Board or the executive. The 1998 Employment
Agreement provides for an annual base salary of $125,000 during the first year,
$150,000 during the second year, and $180,000 during the third year. For each
Annual Period (as defined in the 1998 Employment Agreement) thereafter, the 1998
Employment Agreement provides that compensation shall be mutually agreed upon by
the Company and the executive, said amount not to be less than that for the
preceding Annual Period.
On
January 21, 1998, pursuant to the 1998 Employment Agreement, (i) incentive stock
options to acquire a total of 90,000 shares of our common stock were granted to
Mr. Plotkin, exercisable, beginning on January 21, 1999, in increments of 33
1/3% per year at $2.544 per share, each such increment due to expire 5 years
after becoming exercisable and (ii) non-qualified options to acquire a total of
60,000 shares of common stock were granted to Mr. Plotkin, exercisable
immediately for a period of 10 years, which expired as of January 20,
2008.
The 1998
Employment Agreement provides for a bonus to be paid to Mr. Plotkin as follows:
an amount equal to 2% of our earnings, excluding earnings that are not from
operations and before reduction for interest and income taxes ("EBIT"), for each
fiscal year commencing with the year ended September 30, 1998, provided that our
EBIT for the applicable fiscal year exceeds 120% of the prior fiscal year's
EBIT, and if not, then 1% of our EBIT. The determination of EBIT
shall be made in accordance with our audited filings with the Securities and
Exchange Commission on our Form 10-K.
The 1998
Employment Agreement further provides for disability benefits, our obligation to
pay the premiums on a term life insurance policy or policies in the amount of
$500,000 on the life of Mr. Plotkin, owned by Mr. Plotkin or his spouse, or a
trust for their respective benefit or for the benefit of their family, a car
allowance of $500 per month, reasonable reimbursement for automobile expenses,
and medical insurance as is standard for our executives. Furthermore,
the 1998 Employment Agreement provides that we may apply for, and own, life
insurance on the life of Mr. Plotkin for our benefit, in such amount as the
Board may from time to time determine; we shall pay these premiums as they
become due on any such insurance policies; and all dividends and any cash value
and proceeds on such insurance policies shall belong to us.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The
following table sets forth certain information concerning outstanding option
awards held by our named executive officers as of the fiscal year ended
September 30, 2008.
OUTSTANDING
EQUITY AT FISCAL YEAR END OPTION AWARDS
|
|
|
Number
of Securities Underlying
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unexercised Options
|
|
|
|
|
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Option
Exercise
Price
($) (1)
|
|
Option
Expiration
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth
Plotkin
|
|
|
15,400
|
|
|
|
-
|
|
|
$
|
5.25
|
|
8/3/2010
|
|
|
|
|
13,840
|
|
|
|
-
|
|
|
$
|
5.78
|
|
8/3/2009
to 8/31/2011
|
|
|
|
|
10,000
|
|
|
|
-
|
|
|
$
|
1.16
|
|
9/30/2008
to 9/30/2011
|
|
|
|
|
10,000
|
|
|
|
-
|
|
|
$
|
1.19
|
|
10/01/2008
to 10/1/2010
|
|
|
|
|
5,000
|
|
|
|
-
|
|
|
$
|
3.32
|
|
8/8/2015
to 8/8/2016
|
|
|
|
|
40,000
|
|
(2)
|
|
160,000
|
|
|
$
|
4.96
|
|
11/19/2017
to 11/19/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald
Tucciarone
|
|
|
10,000
|
|
|
|
-
|
|
|
$
|
1.05
|
|
9/30/2009
to 9/30/2010
|
|
|
|
|
22,500
|
|
|
|
-
|
|
|
$
|
1.08
|
|
10/15/2009
to 10/15/2011
|
|
|
|
|
8,000
|
|
|
|
-
|
|
|
$
|
3.94
|
|
3/22/09
|
|
|
|
|
20,000
|
|
|
|
-
|
|
|
$
|
4.62
|
|
2/10/2017
to 2/10/2018
|
|
|
|
|
|
|
(3)
|
|
30,000
|
|
|
$
|
7.45
|
|
1/21/2019
to 1/21/2021
|
|
|
|
|
|
|
(8)
|
|
8,000
|
|
|
$
|
1.64
|
|
6/26/2021
to 6/26/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
Casey
|
|
|
10,000
|
|
|
|
-
|
|
|
$
|
1.05
|
|
9/30/2009
to 9/30/2010
|
|
|
|
|
30,000
|
|
|
|
-
|
|
|
$
|
1.08
|
|
10/15/2008
to 10/15/2011
|
|
|
|
|
16,000
|
|
|
|
-
|
|
|
$
|
3.94
|
|
2/1/2008
to 2/1/2009
|
|
|
|
|
20,000
|
|
|
|
-
|
|
|
$
|
4.62
|
|
2/10/2017
to 2/10/2018
|
|
|
|
|
4,000
|
|
(4)
|
|
12,000
|
|
|
$
|
7.45
|
|
1/21/2018
to 1/21/2021
|
|
|
|
|
|
|
(9)
|
|
8,000
|
|
|
$
|
4.13
|
|
12/26/2019
to 12/26/2020
|
|
|
|
|
|
|
(10)
|
|
5,000
|
|
|
$
|
1.64
|
|
6/26/2021
to 6/26/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce
Willins
|
|
|
7,500
|
|
(5)
|
|
15,000
|
|
|
$
|
3.21
|
|
10/16/2017
to 10/16/2019
|
|
|
|
|
5,000
|
|
(6)
|
|
10,000
|
|
|
$
|
3.19
|
|
10/18/2017
to 10/18/2019
|
|
|
|
|
-
|
|
(7)
|
|
10,000
|
|
|
$
|
7.45
|
|
1/21/2020
to 1/21/2021
|
|
|
|
|
|
|
(11)
|
|
10,000
|
|
|
$
|
1.64
|
|
6/26/2021
to 6/26/2022
|
|
(1)
|
Calculated
using the closing price of our common stock on the date of the
grant
.
|
|
|
|
|
(2)
|
160,000
options vest to the extent of 40,000 shares on November 20,
2008, 40,000 shares on November 20, 2009;
40,000 shares on November 20, 2010; and 40,000 shares on November 20,
2011.
|
|
|
|
|
(3)
|
30,000 options vest
to the extent of 10,000 shares on February 1, 2009; 10,000 shares on
February 1, 2010;
and
10,000 shares on February 1, 2011.
|
|
|
|
|
(4)
|
12,000 options vest
to the extent of 4,000 shares on February 1, 2009; 4,000 shares on
February 1, 2010;
and
4,000 shares on February 1, 2011.
|
|
|
|
|
(5)
|
15,000 options vest
to the extent of 7,500 shares on October 16, 2008 and 7,500 shares on
October 16,
2009.
|
|
|
|
|
(6)
|
10,000 options vest
to the extent of 5,000 shares on October 18, 2008 and 5,000 shares on
October 18,
2009.
|
|
|
|
|
(7)
|
10,000 options vest
to the extent of 5,000 shares on February 1, 2010 and 10,000 shares on
February 1,
2011.
|
|
|
|
|
(8)
|
8,000
options vest to the extent of 4,000 shares on June 26, 2011 and 4,000
shares on June 26, 2012.
|
|
|
|
|
(9)
|
8,000
options vest to the extent of 4,000 shares on December 26, 2009 and 4,000
shares on December 26,
2010.
|
|
(10)
|
5,000
options vest to the extent of 2,500 shares on June 26, 2011 and 2,500
shares on June 26, 2012
|
|
|
|
|
(11)
|
10,000
options vest to the extent of 5,000 shares on June 26, 2011 and 5,000
shares on June 26, 2012
|
Termination
of Employment and Change in Control Agreements
In the
event of a termination of employment associated with a Change in Control of the
Company, as defined in the 1998 Employment Agreement, a one-time bonus shall be
paid to the executive equal to three times the amount of the executive's average
annual compensation (including salary, bonus and benefits, paid or accrued)
received by him for the thirty-six month period preceding the date of the Change
of Control.
In the
event of a Change in Control, as defined in our 1998 Incentive Stock Option
Plan, options granted to the named executive officers pursuant to said plan
shall become immediately vested and exercisable. The 1998 Incentive
Stock Option Plan further provides that options granted shall terminate if and
when the optionee cease to be our employee or the employee of one our
subsidiaries, unless (1) the optionee shall die while in our employ or the
employ of one of our subsidiaries, in which case, the options shall be
exercisable, as and to the extent exercisable by such person or persons as shall
have acquired the optionee's rights by will or the laws of descent and
distribution, but not later than one year after the date of death and not after
the expiration of the specific period fixed in the option grant or (2) the
optionee shall become disabled (within the meaning of section 105(d)(4) of the
Internal Revenue Code) while in our employ or the employ of one of
our subsidiaries and such optionee's employment shall terminate by reason of
such disability, in which case the options shall be exercisable, as and to the
extent exercisable at the time of the termination of his employment, within such
period as shall be set forth in the option grant, but only within one year after
the termination of the optionee's employment and not after the expiration of the
specific period fixed in the option grant as in effect at the time of the
termination of his employment. In the event of a termination of employment
associated with a Change in Control, as defined in the 2003 Performance and
Equity Incentive Plan, options granted pursuant to said plan shall vest or be
exercisable upon termination of an employee’s employment within 24 months from
the date of the Change in Control, but only to the extent determined by the
Board (or the Committee, as defined in such plan), unless the employee is
terminated for Cause or the employee resigns his employment without Good Reason
(as such terms are defined in the 2003 Performance and Equity Incentive
Plan).
DIRECTOR
COMPENSATION
The
following table sets forth compensation paid to our non-employee directors for
the fiscal year ended September 30, 2008.
|
Name
|
|
Fees
Earned or
Paid
in Cash
|
|
|
Stock
Awards
|
|
|
All
Other
Compensation
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bernard
Herman
|
|
$
|
29,000
|
|
|
$
|
18,000
|
|
|
$
|
3,600
|
|
|
$
|
50,600
|
|
|
Robert
S. Nadel
|
|
$
|
34,000
|
|
|
$
|
18,000
|
|
|
$
|
3,600
|
|
|
$
|
55,600
|
|
|
Christopher
G. Payan
|
|
$
|
29,000
|
|
|
$
|
18,000
|
|
|
$
|
3,600
|
|
|
$
|
50,600
|
|
|
Neal
Page
|
|
$
|
29,000
|
|
|
$
|
18,000
|
|
|
$
|
3,600
|
|
|
$
|
50,600
|
|
|
Seymour
G. Siegel
|
|
$
|
39,000
|
|
|
$
|
18,000
|
|
|
$
|
3,600
|
|
|
$
|
60,600
|
|
During
fiscal year 2008, each of the non-employee directors, Bernard Herman, Neal Page,
Dr. Nadel, Christopher G. Payan and Seymour G. Siegel, received an annual
retainer of $20,000, paid in quarterly installments in advance, and $1,500 for
every Board or Committee meeting that he attended in
person. Additionally, the Chairman of the Audit Committee, Mr.
Siegel, received an annual stipend of $10,000, and the Chairman of the
Compensation Committee, Dr. Nadel, received an annual stipend of $5,000. In
addition to their cash compensation during fiscal 2008 the non-employee
directors were awarded 5,000 shares of stock valued $18,000 and a tax gross up
payment of $3,600. No additional compensation was paid to the
non-employee directors for participation in telephone conferences, as said
compensation was included in the annual retainer.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Security
Ownership
The
following table sets forth, to our knowledge based solely upon records available
to us, certain information as of January 27, 2009 regarding the beneficial
ownership of our shares of common stock by (i) each person who we believe to be
the beneficial owner of more than 5% of our outstanding shares of common stock,
(ii) each current director, (iii) each of the named executive officers and (iv)
all current executive officers and directors as a group.
|
Name
of Management Person
and
Address of Beneficial
Owner
|
Title
of Class
|
Amount
and Nature of
Beneficial
Ownership
|
Percent
of
Class
|
|
|
|
|
|
|
Kenneth
Plotkin
|
|
|
|
|
91
Cabot Court
|
|
|
|
|
Hauppauge,
N.Y. 11788
|
common
stock
|
768,875
(1)(3)(4)
|
7.65%
|
|
|
|
|
|
|
Laura
Aupperle
|
|
|
|
|
23
Sequoia Drive
|
|
|
|
|
Hauppauge,
N.Y. 11788
|
common
stock
|
747,392
(2)
|
7.44%
|
|
|
|
|
|
|
Dorothy
Plotkin
|
|
|
|
|
91
Cabot Court
|
|
|
|
|
Hauppauge,
N.Y. 11788
|
common
stock
|
551,660
(1)(4)
|
5.49%
|
|
|
|
|
|
|
John
Casey
|
common
stock
|
177,200
(5)
|
1.76%
|
|
|
|
|
|
|
Bernard
Herman
|
common
stock
|
63,994
(6)
|
*
|
|
|
|
|
|
|
Gerald
Tucciarone
|
common
stock
|
87,000
(7)
|
*
|
|
|
|
|
|
|
Christopher
G. Payan
|
common
stock
|
30,000
(8)
|
*
|
|
|
|
|
|
|
Seymour
G. Siegel
|
common
stock
|
50,000
(9)
|
*
|
|
|
|
|
|
|
Robert
S. Nadel
|
common
stock
|
50,000
(9)
|
*
|
|
|
|
|
|
|
Neal
Page
|
common
stock
|
30,000
(8)
|
*
|
|
|
|
|
|
|
All
executive officers and
directors
as a group (8 persons)
|
common
stock
|
1,257,469
(1)(3)(4)(5)(6)(7)(8)(9)
|
12.52%
|
________________________
* Denotes
less than 1% percent
|
(1)
|
Dorothy
Plotkin, wife of Kenneth Plotkin, beneficially owns 551,660 shares of our
common stock or 5.49% of the outstanding shares of common
stock. Ownership of shares of our common stock by Mr. Plotkin
does not include ownership of shares of our common stock by Mrs. Plotkin,
likewise, ownership of shares of our common stock by Mrs. Plotkin does not
include ownership of shares of our common stock by Mr.
Plotkin.
|
|
(2)
|
To
our knowledge, based upon Schedule 13G filed under the Securities Exchange
Act of 1934, as amended, and other information that is publicly available,
Laura Aupperle, the widow of Kenneth R. Aupperle, beneficially owns
747,392 shares of our common stock, or 7.44% of the outstanding shares of
our common stock.
|
|
(3)
|
Includes
15,400 shares of our common stock issuable upon the exercise of
non-qualified options which are currently exercisable or exercisable
within 60 days, and 118,840 shares of our common stock issuable upon the
exercise of incentive stock options which are currently exercisable or
exercisable within 60 days. Does not include 120,000 shares of
our common stock issuable upon the exercise of non-qualified options which
are currently unexercisable or not exercisable within 60
days.
|
|
(4)
|
Does
not include 18,000 shares of our common stock owned by the Plotkins' adult
daughter. Does not include 4,000 shares of our common stock owned by the
Plotkins' adult son. Each of Mr. and Mrs. Plotkin disclaim
beneficial ownership of all such 22,000 shares of our common
stock.
|
|
(5)
|
Includes
80,000 shares of our common stock issuable upon the exercise of incentive
stock options which are currently exercisable or exercisable within 60
days. Does not include 25,000 shares of our common stock issuable upon the
exercise of incentive stock options which are currently unexercisable or
not exercisable within 60 days.
|
|
(6)
|
Includes
55,500 shares of our common stock issuable upon the exercise of
non-qualified stock options which are currently exercisable or exercisable
within 60 days and 5,000 shares of common stock issued in lieu of options
on November 26, 2008.
|
|
(7)
|
Includes
60,500 shares of our common stock issuable upon the exercise of incentive
stock options which are currently exercisable or exercisable within 60
days. Does not include 38,000 shares of our common stock issuable upon the
exercise of incentive stock options which are currently unexercisable or
not exercisable within 60 days.
|
|
(8)
|
Includes
25,000 shares of our common stock issuable upon the exercise of
non-qualified stock options which are currently exercisable or exercisable
within 60 days and 5,000 shares of common stock issued in lieu of options
on November 26, 2008.
|
|
(9)
|
Includes
45,000 shares of our common stock issuable upon the exercise of
non-qualified stock options which are currently exercisable or exercisable
within 60 days and 5,000 shares of common stock issued in lieu of options
on November 26, 2008.
|
Securities
Authorized for Issuance Under Equity Compensation Plans
Set forth
in the table below is certain information regarding the number of shares of our
common stock that may be issued under options, warrants and rights pursuant to
all of our existing equity compensation plans as of September 30,
2008.
Equity
Compensation Plan Information
|
Plan
Category
|
|
|
Number
of securities to be issued upon exercise of outstanding options and
warrants
|
|
|
|
Weighted
average exercise price of outstanding options and warrants
|
|
|
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in the first
column)
|
|
|
Equity
compensation plans
approved
by stockholders
|
|
|
1,767,744
|
|
|
$
|
3.76
|
|
|
|
377,250
|
|
|
Equity
compensation plans
not
approved by stockholders
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
Total
|
|
|
1,767,744
|
|
|
$
|
3.76
|
|
|
|
377,250
|
|
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
We occupy
a facility located at 91 Cabot Court, Hauppauge, New York 11788 (the
“Premises”) and use it for our executive offices and for the testing, storage
and shipping of our products. In February 1990, Hauppauge Computer
Works, Inc., one of our wholly-owned subsidiaries (“HCW”) entered into a lease
for said Premises (the “1990 Lease”) with Ladokk Realty Co. (together with its
successor, Ladokk Realty Co., LLC, “Ladokk”), a real estate partnership
principally owned by Mr. Plotkin, the holder of approximately 7.65% of our
shares of common as of January 27, 2009; Mrs. Plotkin, the holder of
approximately 5.49% of shares of our common stock as of January 27, 2009; and
Ms. Aupperle, believed by us to be the holder of approximately 7.44% of shares
of our common stock, including shares of common stock attributed to the Estate
of Kenneth R. Aupperle, as of January 27, 2009.
As of
February 2004, the 1990 Lease provided for annual rent of approximately
$454,000, payable monthly and subject to 5% annual increases effective
February 1st of each year. In addition, we had an obligation to pay
real estate taxes and operating costs for the maintenance of the Premises, and,
until February 17, 2004, the Premises were subject to 2 mortgages guaranteed by
us.
On
February 17, 2004, HCW and Ladokk terminated the 1990 Lease and HCW entered into
a new lease agreement with Ladokk (the “2004 Lease”). The 2004 Lease
term has a term of 5 years, terminating on February 16, 2009. The
annual rent under the 2004 Lease is $360,000, payable monthly. We are
also obligated to pay real estate taxes and operating costs for the maintenance
of the Premises. Concurrently with the 2004 Lease, Ladokk completed a
refinancing of its mortgages, and the new lender did not require us to sign a
guarantee. Accordingly, we no longer guarantee Ladokk’s
mortgages.
On
October 17, 2006, HCW executed an amendment to the 2004 Lease (the “Lease
Amendment”). The Lease Amendment commenced as of September 1, 2006
and ends on August 31, 2011. The base rent under the Lease Amendment
for the first year of the term was $300,000, payable monthly in the amount of
$25,000. Rent is subject to an annual increase of 3% during the
term. The execution of the Lease Amendment was approved by our Board,
following the recommendation of our Audit Committee.
The Lease
Amendment provides for the payment of rent arrearages in the aggregate amount of
$168,667 (the “Arrearage”), payable monthly in the amount of $5,000, to be
tendered with rent until the Arrearage is paid in full. Subject to
the terms and conditions of the 2004 Lease, HCW is obligated to pay for
utilities, repairs to the Premises and taxes during the term.
The Lease Amendment provides that HCW
has the option to renew the 2004 Lease for an additional 5-year term, upon
written notice to Ladokk six to twelve months prior to expiration of said
lease. Rent that is due during the first year of the renewal term
shall be equal to the market rate at the end of the 2004 Lease, but not less
than the rent paid during the last year of the 2004 Lease, and is subject to
increases for the second through fifth years of the renewal term by CPI plus 1%
per
annum
.
On
December 17, 1996, the Board approved the issuance of warrants to
Ladokk in consideration of Ladokk's agreement to cancel the preceding
three years of our lease and to grant an option to us to extend the lease for
three years. The Stock Option Committee authorized the grant of a
warrant to Ladokk to acquire 120,000 shares of our common stock at an exercise
price of $1.906, and such warrant is exercisable for a term of ten years. The
market price of the option equaled the exercise price at the date of the
grant. The effect of imputing the fair value of the options granted
was immaterial. On December 11, 2006 all of the warrants were
exercised.
The
Company had amounts payable to this related party for unpaid rent of $48,667 and
$108,667 as of September 30, 2008 and 2007, respectively. Rent
expense to related parties totaled approximately $312,045 and $295,000 for
the fiscal years ended September 30, 2008 and 2007, respectively. The
Company pays the real estate taxes and it is responsible for normal building
maintenance under the Lease Amendment.
Director
Independence
Board
of Directors
Our Board
of Directors is currently comprised of Messrs. Kenneth Plotkin, Bernard Herman,
Robert S. Nadel, Neal Page, Christopher G. Payan and Seymour G.
Siegel. Each of Messrs. Herman, Nadel, Page, Payan and Siegel is
currently an “independent director” based on the definition of independence in
Rule 4200(a)(15) of the listing standards of The Nasdaq Stock
Market.
Audit
Committee
The
members of our Board’s Audit Committee currently are Messrs. Herman, Payan and
Siegel, each of whom is an “independent director” based on the definition of
independence in Rule 4200(a)(15) of the listing standards of The Nasdaq Stock
Market and Rule 10A-3(b)(1) under the Securities Exchange Act of
1934.
Nominating
Committee
The
members of our Board’s Nominating Committee currently are Messrs. Herman, Nadel,
Page, Payan and Siegel, each of whom is an “independent director” based on the
definition of independence in Rule 4200(a)(15) of the listing standards of The
Nasdaq Stock Market.
Compensation
Committee
The
members of our Board’s Compensation Committee currently are Messrs. Herman,
Nadel and Page, each of whom is an “independent director” based on the
definition of independence in Rule 4200(a)(15) of the listing standards of The
Nasdaq Stock Market.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The
following is a summary of the fees billed to us by BDO Seidman, LLP, our
independent registered
public
accountants, for professional services rendered for the fiscal years ended
September 30, 2008 and September 30, 2007:
|
Fee
Category
|
|
Fiscal
2008 Fees
|
|
|
Fiscal
2007 Fees
|
|
|
Audit
Fees(1)
|
|
$
|
170,000
|
|
|
$
|
158,000
|
|
|
Audit-Related
Fees
|
|
|
-
|
|
|
|
-
|
|
|
Tax
Fees (2)
|
|
$
|
26,000
|
|
|
$
|
22,000
|
|
|
All
Other Fees
|
|
|
-
|
|
|
|
-
|
|
|
Total
Fees
|
|
$
|
196,000
|
|
|
$
|
180,000
|
|
|
(1)
|
Audit
Fees consist of aggregate fees billed for professional services rendered
for the audit of our annual financial statements and review of the interim
financial statements included in quarterly reports or services that are
normally provided by the independent auditors in connection with statutory
and regulatory filings (including Form S-8) or engagements for the fiscal
years ended September 30, 2008 and September 30, 2007,
respectively.
|
|
(2)
|
Tax
fees consist of aggregate fees billed for tax compliance and tax
preparation for our federal and state tax filings. These fees
are related to the preparation of our federal and state tax
returns.
|
The Audit
Committee is responsible for the appointment, compensation and oversight of the
work of the independent auditors and approves in advance any services to be
performed by the independent auditors, whether audit-related or
not. The Audit Committee reviews each proposed engagement to
determine whether the provision of services is compatible with maintaining the
independence of the independent auditors. All of the fees shown above
were pre-approved by the Audit Committee.
PART IV
ITEM
15.
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
(a)(1)
Financial
Statements
The
following documents are included in Item 8 of our Annual Report on Form 10-K for
the fiscal year ended September 30, 2008 originally filed with the Securities
and Exchange Commission on January 13, 2009, and are incorporated herein by
reference:
|
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Consolidated
Balance Sheets as of September 30, 2008 and 2007
|
F-3
|
|
Consolidated
Statements of Operations
|
|
|
for
the years ended September 30, 2008, 2007 and 2006
|
F-4
|
|
Consolidated
Statements of Other Comprehensive Income (Loss)
|
|
|
for
the years ended September 30, 2008, 2007 and 2006
|
F-5
|
|
Consolidated
Statements of Stockholders’ Equity for the years
|
|
|
ended
September 30, 2008, 2007 and 2006
|
F-6
|
|
Consolidated
Statements of Cash Flows for the
|
|
|
years
ended September 30, 2008, 2007 and 2006
|
F-7
|
|
Notes
to Consolidated Financial Statements
|
F-8
to F27
|
(a)(2)
Financial
Statement Schedules
Report of
Independent Registered Public Accounting Firm
F-28
Schedule
II Valuation and Qualifying Accounts—Allowance for Doubtful Accounts-
F-29
Schedule
II Valuation and Qualifying Accounts—Reserve for Obsolete and Slow Moving
Inventory- F-30
Schedule
II Valuation and Qualifying Accounts—Reserve for Sales Returns-
F-31
(a)(3)
Exhibits.
|
2.1
|
Asset
Purchase Agreement, dated October 25, 2008, by and among Avid Technology,
Inc., PinnacleSystems, Inc., Avid Technology GMBH, Avid Development GMBH,
Avid Technology InternationalBV, and PCTV Corp.
(16)
|
|
2.1.1
|
Buyer
Parent Guaranty, dated October 25, 2008, by Hauppauge Digital,
Inc. to and for the benefit of Avid Technology, Inc., Pinnacle Systems,
Inc., Avid Technology GMBH, Avid Development GMBH, and Avid Technology
International BV (16)
|
|
2.1.2
|
Amendment
No. 1 to Asset Purchase Agreement, dated December 24, 2008, by and among
Avid Technology, Inc., Pinnacle Systems, Inc., Avid Technology GMBH, Avid
Development GMBH, Avid Technology International BV, and PCTV Corp.
(20)
|
|
2.1.3l
|
Secured
Promissory Note, dated December 24, 2008, made by PCTV Systems S.a.r.l. in
favor of Avid Technology, Inc.
(20)
|
|
2.1.4
|
Transition
Services Agreement, dated December 24, 2008, by and among Hauppauge
Digital Europe S.a.r.l., PCTV Systems S.a.r.l., Hauppauge Computer Works,
Inc., Avid Technology, Inc., Pinnacle Systems, Inc., Avid Technology GMBH,
Avid Development GMBH, and Avid Technology International BV.
(20)
|
|
2.1.5
|
Inventory
and Product Return Agreement, dated December 24, 2008, by and among Avid
Technology, Inc., Avid Technology International BV, Hauppauge Computer
Works, Inc. and Hauppauge Digital Europe S.a.r.l.
(20)
|
|
2.1.6
|
Intellectual
Property License Agreement, dated December 24, 2008, by and among Avid
Technology, Inc., Pinnacle Systems, Inc. and PCTV Systems S.a.r.l.
(20)
|
|
3.1
|
Certificate
of Incorporation (1)
|
|
3.1.1
|
Certificate
of Amendment of the Certificate of Incorporation, dated July 14, 2000
(18)
|
|
3.2
|
By-laws,
as amended to date (2)
|
|
4.1
|
Form
of Common Stock Certificate (1)
|
|
4.2
|
1994
Incentive Stock Option Plan (1)
|
|
4.3
|
1996
Non-Qualified Stock Option Plan (7)
|
|
4.4
|
1998
Incentive Stock Option
Plan (7)
|
|
4.5
|
2000
Hauppauge Digital, Inc. Performance and Equity Incentive Plan
(3)
|
|
4.6
|
Hauppauge
Digital, Inc. Employee Stock Purchase Plan
(4)
|
|
4.7
|
Stockholder
Rights Agreement (5)
|
|
4.8
|
2003
Hauppauge Digital, Inc. Performance and Equity Incentive Plan
(6)
|
|
4.9
|
Amendment
to 2003 Hauppauge Digital, Inc. Performance and Equity Incentive Plan
(12)
|
|
4.10
|
Amendment
to the Hauppauge Digital, Inc. Employee Stock Purchase
Plan (13)
|
|
4.11
|
Second
Amendment to the Hauppauge Digital, Inc. Employee Stock Purchase
Plan (14)
|
|
4.12
|
Third
Amendment to the Hauppauge Digital, Inc. Employee Stock Purchase Plan
(12)
|
|
10.1
|
Employment
Agreement, dated as of January 10, 1998, by and between Hauppauge Digital,
Inc. and Kenneth Plotkin (7)
|
|
10.1.1
|
Amendment
to Employment Agreement with Kenneth Plotkin, dated April 10, 2008
(19)
|
|
10.2
|
Lease,
dated February 7, 1990, between Ladokk Realty Company and Hauppauge
Computer Works, Inc. (1)
|
|
10.2.1
|
Modification
made February 1, 1996 to lease dated 1990 between Ladokk Realty Company
and Hauppauge Computer Works,
Inc. (7)
|
|
10.2.2
|
Lease,
dated February 17, 2004, between Ladokk Realty Co., LLC and Hauppauge
Computer Works, Inc. (8)
|
|
10.2.3
|
Amendment
dated October 17, 2006 to lease dated February 17, 2004, between Ladokk
Realty Co., LLC and Hauppauge Computer Works,
Inc. (9)
|
|
10.3
|
Fourth
Amended and Restated Promissory Note, dated as of December 2, 2008, made
payable by Hauppauge Computer Works, Inc. to the order of JP Morgan Chase
Bank, N.A. in the original principal amount of Seven Hundred Thousand
($700,000) Dollars. (17)
|
|
10.3.1
|
Guaranty,
dated as of December 1, 2005, by Hauppauge Digital, Inc.
in favor of JPMorgan Chase Bank, N.A.
(11)
|
|
10.3.2
|
Share
Pledge Agreement, dated as of December 1, 2005, among
Hauppauge Digital, Inc., JPMorgan Chase Bank, N.A. and
Hauppauge Digital Europe S.à.r.l.
(11)
|
|
10.3.3
|
Pledge
Security Agreement, dated as of December 2, 2008, by Hauppauge Computer
Works, Inc. and JP Morgan Chase Bank, N.A.
(17)
|
|
14
|
Code
of Ethics, as amended to date (10)
|
|
23
+
|
Consent
of BDO Seidman, LLP
|
|
31.1
*
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
31.2
*
|
Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
32
+
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
+
|
Filed
as an exhibit to our Annual Report on Form 10-K for the fiscal year ended
September 30, 2008 originally filed with the Securities and Exchange
Commission on January 13, 2009, and incorporated herein by
reference.
|
|
(1)
|
Denotes
document filed as an Exhibit to our Registration Statement on Form SB-2
(No. 33-85426), as amended, effective January 10, 1995 and incorporated
herein by reference.
|
|
(2)
|
Denotes
document filed as an Exhibit to our Form 8-K dated December 26, 2007 and
incorporated herein by reference.
|
|
(3)
|
Denotes
document filed as an Exhibit to our Registration Statement on Form S-8
(No. 333-46906), and incorporated herein by
reference.
|
|
(4)
|
Denotes
document filed as an Exhibit to our Registration Statement on Form S-8
(No. 333-46910), and as an annex to our Proxy Statement on Schedule 14A
dated September 18, 2006 and are incorporated herein by
reference.
|
|
(5)
|
Denotes
document filed as an Exhibit to our Form 8-K dated July 20, 2001 (File
Number 001-13550, Film Number 1685278) and as an Exhibit to the our
Registration Statement on Form 8-A12G and incorporated herein by
reference.
|
|
(6)
|
Denotes
document filed as an Exhibit to our Registration Statement on Form S-8
(No. 333-109065), and as an annex to our Proxy Statement on Schedule 14A
dated September 18, 2006 and incorporated herein by
reference.
|
|
(7)
|
Denotes
document filed as an Exhibit to our Form 10-K for the period ended
September 30, 2003, and incorporated herein by
reference.
|
|
(8)
|
Denotes
document filed as an Exhibit to our Form 10-Q for the period ended March
31, 2004 and incorporated herein by
reference.
|
|
(9)
|
Denotes
document filed as an Exhibit to our Form 8-K dated October 17, 2006 and
incorporated herein by reference.
|
|
(10)
|
Denotes
document filed as an Exhibit to our Form 8-K dated August 23, 2004 and
incorporated herein by reference.
|
|
(11)
|
Denotes
document filed as an Exhibit to our Form 8-K dated December 6, 2005 and
incorporated herein by reference.
|
|
(12)
|
Denotes
document filed as an Exhibit to our Form 8-K dated October 17, 2006 and
incorporated herein by reference.
|
|
(13)
|
Denotes
document filed as an Exhibit to our Registration Statement on Form S-8
(No. 333-46910), and as an annex to our Proxy Statement on
Schedule 14A dated September 18, 2006 and are incorporated herein by
reference.
|
|
(14)
|
Denotes
document filed as an Exhibit to our Registration Statement on Form S-8
(No. 333-46910), and as an annex to our Proxy Statement on Schedule 14A
dated September 18, 2006 and are incorporated herein
by reference.
|
|
(15)
|
Denotes
document filed as an Exhibit to our Form 8-K dated December 26, 2007 and
incorporated herein by reference.
|
|
(16)
|
Denotes
document filed as an Exhibit to our Form 8-K dated October 25, 2008 and
incorporated herein by reference.
|
|
(17)
|
Denotes
document filed as an Exhibit to our Form 8-K dated December 12, 2008 and
incorporated herein by reference.
|
|
(18)
|
Denotes
document filed as an Exhibit to our Form 10-K for the period ended
September 30, 2006, and incorporated herein by
reference.
|
|
(19)
|
Denotes
document filed as an Exhibit to our Form 8-K dated April 10, 2008, and
incorporated herein by reference.
|
|
(20)
|
Denotes
document filed as an Exhibit to our Form 8-K dated December 24, 2008, and
incorporated herein by
reference.
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized, on the 28 day of January,
2009.
|
|
HAUPPAUGE DIGITAL,
INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/
Gerald Tucciarone
|
|
|
|
|
Chief
Financial Officer, Treasurer and Secretary
|
|
Hauppague Digital (CE) (USOTC:HAUP)
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Hauppague Digital (CE) (USOTC:HAUP)
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