<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
HIRSCH INTERNATIONAL CORP.
-------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 5084 11-2230715
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
200 Wireless Boulevard
Hauppauge, New York 11788
(516) 436-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Henry Arnberg
Hirsch International Corp.
200 Wireless Boulevard
Hauppauge, New York 11788
(516)436-7100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
RAYMOND S. EVAN, ESQ. LELAND E. HUTCHINSON,ESQ.
IRVIN BRUM, ESQ. JOHN L. MACCARTHY,ESQ.
RUSKIN, MOSCOU, EVANS WINSTON & STRAWN
& FALTISCHEK, P.C. 35 WEST WACKER DR.
170 OLD COUNTRY ROAD CHICAGO, ILLINOIS 60601
MINEOLA, NEW YORK 11501
(516) 663-6600 (312) 558-5600
(516) 663-6641 (FAX) (312) 558-5700 (FAX)
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [X] 333-26539
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Class A Common Stock, $0.01 par
value.................... 122,592(1) $20.00 $2,451,840.00 $743.00
</TABLE>
(1) Includes 15,990 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by HIRSCH
INTERNATIONAL CORPORATION with the Securities and Exchange Commission (File No.
333-26539) pursuant to the Securities Act of 1933, as amended, is incorporated
in its entirety by reference into this Registration Statement.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED, IN HAUPPAUGE, NEW YORK, ON JUNE 6, 1997.
Hirsch International Corp.
/s/ Henry Arnberg
By: _________________________________
HENRY ARNBERG, PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW ON JUNE 6, 1997 BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED.
SIGNATURE TITLE DATE
/s/ Henry Arnberg Chairman of the June 6, 1997
- ------------------------------------- Board of Directors,
HENRY ARNBERG President and Chief
Executive Officer
(Principal
Executive Officer)
* Executive Vice June 6, 1997
- ------------------------------------- President, Chief
PAUL LEVINE Operating Officer,
Secretary and
Director (Principal
Operations Officer)
* Vice President- June 6, 1997
- ------------------------------------- Finance and Chief
KENNETH SHIFRIN Financial Officer
(Principal
Accounting and
Financial Officer)
* Vice President and June 6, 1997
- ------------------------------------- Director
TAS TSONIS
* Vice President-- June 6, 1997
- ------------------------------------- Manufacturing and
RONALD KRASNITZ Director
* Director June 6, 1997
- -------------------------------------
HERBERT M. GARDNER
* Director June 6, 1997
- -------------------------------------
DOUGLAS SCHENENDORF
* Director June 6, 1997
- -------------------------------------
MARVIN BROITMAN
/s/ Henry Arnberg
- -------------------------------------
HENRY ARNBERG
AS ATTORNEY-IN-FACT
II-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT DESCRIPTION
- ------- ----------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Ruskin, Moscou, Evans & Faltischek, P.C.
23.1 Consent of Ruskin, Moscou, Evans & Faltischek, P.C. (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP
24.1 The Powers of Attorney filed with the Registration
Statement No. 333-26539 are hereby incorporated by reference.
</TABLE>
<PAGE>
EXHIBIT 5.1
RUSKIN, MOSCOU, EVANS & FALTISCHEK, P.C.
170 Old Country Road
Mineola, New York 11501
June 6, 1997
Hirsch International Corp.
200 Wireless Boulevard
Hauppauge, NY 11788
Re: Hirsch International Corp.
-------------------------
Dear Sirs:
We have acted as counsel to Hirsch International Corp., a Delaware corporation
(the "Company"), in connection with its filing of a Registration Statement (the
"Registration Statement") on Form S-3 under rule 462(b) of the Securities Act of
1933, as amended, with respect to: (i) 106,602 shares of Class A Common Stock,
$.01 par value of the Company, which are to be issued and sold by certain
Selling Stockholders (the "Selling Stockholders' Common Shares"), to a group of
underwriters (the "Underwriters") represented by Robertson, Stephens & Company
LLC, The Robinson-Humphrey Company, Inc. and Janney Montgomery Scott Inc.; and
(ii) 15,990 shares of Class A Common Stock to be issued and sold by the Company
upon exercise of an over-allotment option (the "Over-Allotment Shares") granted
to the Underwriters by the Company.
As counsel to the Company, we have examined the Certificate of Incorporation
and Amended and Restated By-Laws and other corporate records of the Company and
have made such other investigations as we have deemed necessary in connection
with the opinion hereinafter set forth.
In making the aforesaid examinations, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies furnished to
us.
Based solely upon and subject to the foregoing, we are of the opinion that (i)
the Over-Allotment Shares have been duly and validly authorized and, when issued
and paid for, will be duly and validly issued, fully paid and non-assessable and
(ii) the Selling Stockholders' Common Shares have been duly and validly
authorized and are duly and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and to all references to our Firm
included in or made last of such Registration Statement.
Very truly yours,
RUSKIN, MOSCOU, EVANS
& FALTISCHEK, P.C.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of Hirsch International Corp. on Form S-3 of our report dated March
11, 1997, appearing in the Annual Report on Form 10-K of Hirsch International
Corp. for the year ended January 31, 1997 and to the inclusion of such financial
statements and to the reference to us under the heading "Experts" in
Registration Statement No. 333-26539 which is incorporated by reference in this
Registration Statement.
DELOITTE & TOUCHE LLP
Jericho, New York
June 6, 1997
