HIRSCH INTERNATIONAL CORP, S-8, 1997-06-27

HIRSCH INTERNATIONAL CORP
S-8, 1997-06-27
INDUSTRIAL MACHINERY & EQUIPMENT

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As filed with the Securities and Exchange Commission on June 27, 1997

Registration No.333-

===========================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------

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)

200 WIRELESS BOULEVARD
HAUPPAUGE, NEW YORK 11788
(Address of principal executive offices)

HIRSCH INTERNATIONAL CORP. - NON-QUALIFIED STOCK OPTION AGREEMENT
(Full title of the plan)

HENRY ARNBERG
PRESIDENT
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)

Copy to:
RAYMOND S. EVANS, ESQ.
Ruskin, Moscou, Evans & Faltischek, P.C.
170 Old Country Road
Mineola, New York 11501
(516) 663-6500
(516) 663-6641 (facsimile)

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=================================================================================================================================

Title of each Number of shares Proposed maximum Proposed maximum
class of securities to be offering price aggregate offering Amount of
to be registered registered per share (1) price (1) registration fee (1)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Class A Common Stock,
$.01 par value (2) 331,250 $16.20 $5,366,250

----------------------------------------------------------------------------------------------------------
60,300 $18.75 $1,130,625
----------------------------------------------------------------------------------------------------------
25,806 $19.50 $503,217
- ----------------------------------------------------------------------------------------------------------------------------------
Total 417,356 $7,000,092 $2121.24
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purposes of calculating the registration fee
and based upon the sales prices at which such options may be exercised.

(2) Pursuant to Rule 416(c), there are also being registered additional
shares of Common Stock as may become issuable pursuant to the anti-dilution
provisions of the stock option agreements being registered.

===========================================================================
<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

In accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Act"), and the Note to Part I of Form S-8, the information required by
this item has been omitted from this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

In accordance with Rule 428 under the Act and the Note to Part I of Form
S-8, the information required by this item has been omitted from this
Registration Statement.

<PAGE>
PROSPECTUS

HIRSCH INTERNATIONAL CORP.

417,356 Shares of Class A Common Stock

--------------------

This Prospectus relates to an offering by Ronald H. Krasnitz, Vice
President and Director of the Company and Martin Krasnitz, Jimmy L. Yates,
Charles Beckey and Lowell Nelson, as selling stockholders ("Selling
Stockholders") of 417,356 shares of Class A Common Stock, par value $.01 per
share (the "Shares"), of Hirsch International Corp. (the "Company") issued or to
be issued upon exercise of options granted to the Selling Stockholders pursuant
to Non-Qualified Stock Option Agreements. The Shares may be sold by the Selling
Stockholders from time to time in transactions on the Nasdaq National Market at
prices then prevailing, or in negotiated transactions at negotiated prices, or a
combination thereof. See "Selling Stockholders" and "Plan of Distribution." The
Company will not receive any proceeds from the shares sold by the Selling
Stockholders.

The Class A Common Stock is traded on the Nasdaq National Market under the
symbol "HRSH." On June 24, 1997, the last closing sale price of the Class A
Common Stock, as reported by Nasdaq, was $22.25 per share.

--------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

--------------------

The date of this Prospectus is June 27, 1997

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, NW, Washington, D.C. 20549. The Company's Common
Stock is quoted on the Nasdaq Stock Market and reports, proxy statements and
other information concerning the Company may also be inspected and copied at the
offices of the Nasdaq Stock Market, Inc., 1735 K Street, NW, Washington, D.C.
20006. The Commission also maintains a Web site that contains reports, proxy
information statements and other information that may be obtained electronically
by using the Commission's Web Site on the Internet at http://www.sec.gov.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents previously filed by the Company with the
Commission are hereby incorporated by reference in this Registration Statement:

(1) The Company's Annual Report on Form 10-K for the year ended January 31,
1997;

(2) The Company's Quarterly Reports on Forms 10-Q and 10-Q/A for the
quarter ended April 30, 1997;

(3) The Company's Current Report on Form 8-K filed with the Commission on
May 30, 1997;

(4) The Company's Proxy Statement dated May 20, 1997; and

(5) The description of the Company's Common Stock contained in the
Company's Registration Statements on Form S-3 (Registration Nos. 333-26539 and
333-28603), as filed with the Commission on June 6, 1997.

(6) The Company's Registration Statements on Form S-3, Registration Nos.
333-26539 and 333-28603, as filed with the Commission on June 6, 1997..

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of 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.

The Company undertakes to provide without charge to each person to whom a
Prospectus is delivered, upon oral or written request of such person, a copy of
any document that has been incorporated in this Prospectus by reference.
Requests for such documents should be directed to the Company at its offices
located at 200 Wireless Boulevard, Hauppauge, New York 11788, telephone number
(516) 436-7100, Attention: Secretary.

<PAGE>

SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the
shares of the Company's Class A Common Stock beneficially owned by them as of
June 1, 1997 and being offered hereby by the Selling Stockholders:
<TABLE>
<CAPTION>
Name of Selling Stockholder Beneficially Owned Before Offering(1) Number of Shares Being Registered
<S> <C> <C> <C>

Ronald H. Krasnitz 52,014 (2) 165,625

Martin Krasnitz 52,014 (3) 165,625
Jimmy L. Yates 106,507 (4) 60,300
Charles Beckey 10,257 (5) 12,903
Lowell Nelson 10,257 (6) 12,903

</TABLE>

----------------------------

(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date hereof upon the exercise of
options.

(2) Includes options to purchase 41,407 shares of Class A Common Stock at
an exercise price of $16.20. Ronald Krasnitz has agreed not to sell or dispose
any of his shares prior to September 30, 1997 pursuant to a lock-up agreement
entered into in connection with the Company's public offering of Class A Common
Stock on June 6, 1997.

(3) Includes options to purchase 41,407 shares of Class A Common Stock at
an exercise price of $16.20. Martin Krasnitz has agreed not to sell or dispose
any of his shares prior to September 30, 1997 pursuant to a lock-up agreement
entered into in connection with the Company's public offering of Class A Common
Stock on June 6, 1997.

(4) Does not include options to purchase 60,300 shares of Class A Common
Stock at an exercise price of $18.75. Jimmy L. Yates has agreed not to sell or
dispose any of his shares prior to September 30, 1997 pursuant to a lock-up
agreement entered into in connection with the Company's public offering of Class
A Common Stock on June 6, 1997.

(5) Includes 10,257 shares of Class A Common Stock held in the name of
Wyandot Disposition, Inc. Does not include options to purchase 12,903 shares of
Class A Common Stock at an exercise price of $19.50. Charles Beckey has agreed
not to sell or dispose any of his shares prior to September 30, 1997 pursuant to
a lock-up agreement entered into in connection with the Company's public
offering of Class A Common Stock on June 6, 1997.

(6) Includes 10,257 shares of Class A Common Stock held in the name of
Wyandot Disposition, Inc. Does not include options to purchase 12,903 shares of
Class A Common Stock at an exercise price of $19.50. Lowell Nelson has agreed
not to sell or dispose any of his shares prior to September 30, 1997 pursuant to
a lock-up agreement entered into in connection with the Company's public
offering of Class A Common Stock on June 6, 1997.

The Selling Stockholders have acquired or will acquire the shares listed
under the caption "Number of Offered" through the exercise of options granted
pursuant to the Company's Non-Qualified Stock Option Agreements.

<PAGE>

PLAN OF DISTRIBUTION

The Selling Stockholders may sell the Shares from time to time through
dealers or brokers in transactions on the Nasdaq National Market at prices then
prevailing, or directly to one or more purchasers in negotiated transactions at
negotiated prices, or in a combination thereof. The Selling Stockholders and any
dealers or brokers that participate in such distribution may be deemed
"underwriters" within the meaning of the Securities Act and any commissions or
discounts received by any such dealer or broker may be deemed "underwriting
compensation."

The Selling Stockholders have been advised that they are subject to the
applicable provisions of the Exchange Act.

LEGAL MATTERS

The validity and issuance of the Shares offered hereby will be passed upon
for the Selling Stockholders by Ruskin, Moscou, Evans & Faltischek, P.C.,
Mineola, New York.

EXPERTS

The financial statements incorporated in this Prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended January 31, 1997
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director.

Section 102(b) of the Delaware General Corporation Law permits a
corporation, by so providing in its certificate of incorporation, to eliminate
or limit director's liability to the corporation and its stockholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders; (ii) acts or
omissions not made in good faith or which involve intentional misconduct of
knowing violations of law; (iii) liability for dividends paid or stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any transaction from which the director derived an improper personal
benefit. Section 102(b)(7) does not authorize any limitation on the ability of
the corporation or its stockholders to obtain injunctive relief, specific
performance or other equitable relief against directors.

Article Ninth of the Company's Certificate of Incorporation provides that a
director shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except: (i) for any
breach of the duty of loyalty; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violations of law; (iii) for
liability under Section 174 of the Delaware General Corporation Law (relating to
certain unlawful dividends, stock repurchases or stock redemptions); or (iv) for
any transaction from which the director derived any improper personal benefit.
The effect of this provision in the Certificate is to eliminate the rights of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for breach
of the fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in certain limited situations.
This provision does not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities laws.

Article Tenth of the Company's Certificate of Incorporation provides that
all persons who the Company is empowered to indemnify pursuant to the provisions
of Section 145 of the General Corporation Law of the State of Delaware (or any
similar provision or provisions of applicable law at the time in effect), shall
be indemnified by the Company to the full extent permitted thereby. The
foregoing right of indemnification shall not be deemed to be exclusive of any
other rights to which those seeking indemnification may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise.

The Company's By-Laws (the "By-Laws") provide that the Company shall
indemnify each director and such of the Company's officers, employees and agents
as the Board of Directors shall determine from time to time to the fullest
extent provided by the laws of the State of Delaware.

The Company currently maintains directors' and officers' liability
insurance coverage for all directors and officers and has entered into
indemnification agreements with its directors and officers.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provision or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed by the Registrant with the
Commission are hereby incorporated by reference in this Registration Statement:

(1) The Company's Annual Report on Form 10-K for the year ended January 31,
1997;

(2) The Company's Quarterly Reports on Form 10-Q and 10-Q/A for the quarter
ended April 30, 1997;

(3) The Company's Current Report on Form 8-K filed with the Commission on
May 30, 1997;

(4) The description of the Company's Common Stock contained in its
Registration Statements on Form S-3 (Registration Nos. 333-26539 and 333-28603),
as filed with the Commission on June 6, 1997;

(5) The Company's Proxy Statement dated May 20, 1997; and

(6) The Company's Registration Statements on Form S-3, Registration Nos.
333-26539 and 333-28603.

All documents subsequently filed by the Registrant 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 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the Common Stock offered hereby will be passed upon for the
Registrant by the law firm of Ruskin, Moscou, Evans & Faltischek, P.C. Certain
partners of such firm own an aggregate of approximately 5,000 shares of the
Registrant's Common Stock.
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Ninth of the registrant's Certificate of Incorporation provides
that a director shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except: (i) for any breach of the duty of loyalty; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or knowing violations
of law; (iii) for liability under Section 174 of the Delaware General
Corporation Law (relating to certain unlawful dividends, stock repurchases or
stock redemptions); or (iv) for any transaction from which the director derived
any improper personal benefit. The effect of this provision in the Certificate
is to eliminate the rights of the Registrant and its stockholders (through
stockholders' derivative suits on behalf of the Registrant) to recover monetary
damages against a director for breach of the fiduciary duty of care as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in certain limited situations. This provision does not limit or
eliminate the rights of the Registrant or any stockholder to seek non-monetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care. These provisions will not alter the liability of
directors under federal securities laws.

Article Tenth of the registrant's Certificate of Incorporation provides
that all persons who the registrant is empowered to indemnify pursuant to the
provisions of Section 145 of the General Corporation Law of the State of
Delaware (or any similar provision or provisions of applicable law at the time
in effect), shall be indemnified by the registrant to the full extent permitted
thereby. The foregoing right of indemnification shall not be deemed to be
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

The Registrant's By-Laws (the "By-Laws") provide that the Registrant shall
indemnify each director and such of the Registrant's officers, employees and
agents as the Board of Directors shall determine from time to time to the
fullest extent provided by the laws of the State of Delaware.

The registrant currently maintains directors' and officers' liability
insurance coverage for all directors and officers and has entered into
indemnification agreements with its directors and officers.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provision or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8. EXHIBITS

4.1 Non-Qualified Stock Option Agreement between the Registrant and Ronald
H. Krasnitz.

4.2 Non-Qualified Stock Option Agreement between the Registrant and Martin
Krasnitz.

4.3 Non-Qualified Stock Option Agreement between the Registrant and Jimmy
L. Yates.

4.4 Non-Qualified Stock Option Agreement between the Registrant and Charles
Beckey.

4.5 Non-Qualified Stock Option Agreement between the Registrant and Lowell
Nelson.

5.1 Opinion of Ruskin, Moscou, Evans & Faltischek, P.C.

23.1 Consent of Deloitte & Touche LLP.

23.2 Consent of Ruskin, Moscou, Evans & Faltischek, P.C. (contained in
Exhibit 5.1 hereof).

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:

To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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.

(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 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 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification is
against public policy 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

<PAGE>

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, New York on the ___ day of June, 1997.

HIRSCH INTERNATIONAL CORP.

By: \ s\ Henry Arnberg
Henry Arnberg, President

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated. Each person whose signature appears below hereby
authorized each of Henry Arnberg and Paul Levine with full power of substitution
to execute in the name of such person and to file any amendment or
post-effective amendment to this Registration Statement making such changes in
this Registration Statement as the Registrant deems appropriate and appoints
each of Henry Arnberg and Paul Levine with full power of substitution,
attorney-in-fact to sign and to file any amendment and post-effective amendment
to this Registration Statement.

Signature Title Date
<S> <C> <C>

\s\ Henry Arnberg Chief Executive Officer, President
- -------------------------- and Chairman of the Board (Principal June 27, 1997
Henry Arnberg Executive Officer)

\s\ Paul Levine Chief Operating Officer, Executive
- -------------------------- Vice President, Secretary June 27, 1997
Paul Levine (Principal Operating Officer)

\s\ Kenneth Shifrin Chief Financial Officer and Vice President June 27, 1997
- -------------------------- Finance (Principal Accounting and Financial
Kenneth Shifrin Officer

\s\ Tas Tsonis Vice President, President of Pulse Microsystems
- -------------------------- Ltd. and Director June 27, 1997
Tas Tsonis

\s\ Ronald Krasnitz Vice President, Vice President - Manufacturing
- -------------------------- of Tajima USA,Inc. and Director June 27, 1997
Ronald Krasnitz

\s\ Herbert Gardner Director June 27, 1997
- --------------------------
Herbert M. Gardner

\s\ Marvin Broitman Director June 27, 1997
- --------------------------
Marvin Broitman

\s\ Douglas Schenendorf Director June 27, 1997
- --------------------------
Douglas Schenendorf

</TABLE>

Exhibit Index

4.1 Non-Qualified Stock Option Agreement between the Registrant and Ronald
H. Krasnitz.

4.2 Non-Qualified Stock Option Agreement between the Registrant and Martin
Krasnitz.

4.3 Non-Qualified Stock Option Agreement between the Registrant and Jimmy
L. Yates.

4.4 Non-Qualified Stock Option Agreement between the Registrant and Charles
Beckey.

4.5 Non-Qualified Stock Option Agreement between the Registrant and Lowell
Nelson.

5.1 Opinion of Ruskin, Moscou, Evans & Faltischek, P.C.

23.1 Consent of Deloitte & Touche LLP.

23.2 Consent of Ruskin, Moscou, Evans & Faltischek, P.C. (contained in
Exhibit 5.1 hereof).

Exhibit 4.1

HIRSCH INTERNATIONAL CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT

AGREEMENT, made and entered into this 7th day of June, 1996, between
HIRSCH INTERNATIONAL CORP., a Delaware corporation with its principal place of
business at 200 Wireless Boulevard, Hauppauge, New York 11788 (the
"Corporation"), and RONALD H. KRASNITZ, residing at 9826 Maynard Terrace, Niles,
Illinois 60714 (the "Optionee").

WHEREAS, simultaneously herewith the Corporation has entered into an
employment agreement with the Optionee pursuant to which the Corporation has
agreed to grant to the Optionee an option to purchase an aggregate of One
Hundred Twelve Thousand Five Hundred (112,500) authorized but unissued shares of
the Corporation's Class A Common Stock, par value $.01 per share (the "Common
Shares"), upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration paid by the Optionee to
the Corporation, the receipt and sufficiency of which is hereby acknowledged,
and the mutual covenants hereinafter set forth, the parties agree as follows:

1. Grant of Option. The Corporation hereby grants to the Optionee the right
and option to purchase all or any part of an aggregate of One Hundred Twelve
Thousand Five Hundred (112,500) Common Shares (subject to adjustment as provided
in Paragraph 6 hereof) on the terms and conditions set forth herein (the
"Option").

2. Purchase Price. The purchase price of Common Shares covered by the
Option shall be the closing bid price of the Corporation's Class A Common Stock
on the date hereof as reported by NASDAQ (subject to adjustment as provided in
Paragraph 6 hereof).

3. Vesting of Option. The Option granted hereby shall be exercisable as to
(i) 28,125 Common Shares commencing one year from the date hereof, (ii) an
additional 28,125 Common Shares commencing two years from the date hereof, (iii)
an additional 28,125 Common Shares commencing three years from the date hereof,
and (iv) an additional 28,125 Common Shares commencing four years from the date
hereof.

4. Method of Exercising Option. If the Optionee elects to exercise the
Option, he may do so in whole or in part (to the extent that it is exercisable
in accordance with its terms) by giving written notice to the Corporation,
specifying therein the number of Common Shares which he then elects to purchase.
Such notice shall be accompanied by payment of the full purchase price of the
Common Shares by cash or by a certified check payable to the order of the
Corporation.

As soon as practicable after receipt by the Corporation of such notice and
of payment in full of the purchase price of all the Common Shares with respect
to which the Option has been exercised, a certificate or certificates
representing such Common Shares shall be issued in the name of the Optionee and
shall be delivered to the Optionee. All Common Shares shall be issued only upon
receipt by the Corporation of the Optionee's representation that the Common
Shares are purchased for investment and not with a view toward distribution
thereof.

5. Availability of Shares. The Corporation, during the term of this Option,
shall keep available at all times the number of shares of common stock required
to satisfy the Option.

The Corporation shall utilize its best efforts to comply with the
requirements of each regulatory commission or agency having jurisdiction in
order to issue and sell the Common Shares to satisfy the Option. Such compliance
will be a condition precedent to the right to exercise the Option. The inability
of the Corporation to effect such compliance with any such regulatory commission
or agency which counsel for the Corporation deems necessary for the lawful
issuance and sale of the Common Shares to satisfy this Option shall relieve the
Corporation from any liability for failure to issue and sell the Common Shares
to satisfy the Option for such period of time as such compliance is not
effectuated.

6. Adjustments. If prior to the exercise of any option granted hereunder
the Corporation shall have effected one or more stock split-ups, stock
dividends, or other increases or reductions of the number of shares of its
common stock outstanding without receiving compensation therefor in money,
services or property, the number of Common Shares subject to the option hereby
granted shall (a) if a net increase shall have been effected in the number of
outstanding shares of the Corporation's Common Shares, be proportionately
increased and the cash consideration payable per Common Share shall be
proportionately reduced; and (b) if a net reduction shall have been effected in
the number of outstanding shares of the Corporation's Common Shares, be
proportionately reduced and the cash consideration payable per Common Share be
proportionately increased.

7. Non-Transferability of Option and Common Shares. The holder of this
Option, by acceptance hereof, represents, warrants and agrees as follows:

(a) Optionee is acquiring the Option for his own account and not with a
view to the resale or distribution thereof.

(b) This Option and the right to purchase the Common Shares hereunder is
personal to the Optionee and shall not be transferred by Optionee other than by
will or the laws of descent and distribution and may be exercised during
Optionee's lifetime only by the Optionee or the Optionee's guardian or legal
representative. The Option may not be pledged or otherwise hypothecated.

(c) The holder hereof has been advised and understands that the Option has
been issued in reliance upon exemptions from registration under the Securities
Act and applicable state statutes; the exercise of the Option and resale of the
Option and the Common Shares have not been registered under the Securities Act
or applicable state statutes and must be held and may not be sold, transferred,
or otherwise disposed of for value unless (i) they are subsequently registered
under the Securities Act or (ii) unless an exemption from such registration is
available and the Optionee has furnished the Corporation with notice of such
proposed transfer and the Corporation's legal counsel, in its reasonable
opinion, shall deem such proposed transfer to be so exempt.

8. Stockholder's Rights. The Optionee shall not have any of the rights of a
stockholder with respect to the Common Shares until such shares have been issued
after the due exercise of the Option.

9. Acknowledgements. The Optionee hereby acknowledges that:

(a) The Option is not intended to qualify as an incentive stock option
under Section 422A of the Internal Revenue Code of 1986, as amended, and that
the tax benefits associated with incentive stock options will not be available
in connection with the granting and exercise of the Option or the sale of the
Common Shares.

(b) If Optionee exercises the Option, he must bear the economic risk of the
investment in the Common Shares for an indefinite period of time since the
Common Shares will not have been registered under the Act and cannot be sold by
Optionee unless they are registered under the Act or an exemption therefrom is
available thereunder.

(c) The Corporation shall place stop transfer orders with its transfer
agent against the transfer of the Common Shares in the absence of registration
under the Act or an exemption therefrom. (d) In the absence of registration, the
certificates evidencing the Common Shares shall bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE
"RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE
SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE
REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.

10. Withholding and Deductions. Notwithstanding anything to the contrary
contained herein, if at any time specified herein for the making of any payment
of cash or any delivery of Common Shares to the Optionee, any law or regulation
of any governmental authority having jurisdiction in the premises shall require
the Corporation to withhold, to make any deduction for any taxes or take any
other action in connection with the payment or delivery then to be made, such
payment or delivery, as the case may be, shall be deferred until such
withholding or deduction shall have been adequately provided for, in the opinion
of the Board of Directors of the Corporation.

11. Registration Rights. The Corporation agrees to promptly file a
registration statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission with respect to the Common Shares.

12. Termination of Option. To the extent not heretofore exercised, this
Option shall terminate at 5:00 P.M. New York City time on June __, 2001.

13. Notices. All notices, requests, deliveries, payments, demands and other
communication which are required or permitted to be given under this Agreement
shall be in writing and shall either be delivered personally or sent by
certified mail, return receipt requested, postage prepaid, to the parties at
their respective addresses as first set forth above, or to such other address as
either shall have specified by notice in writing to the other, and shall be
deemed duly given hereunder when so delivered or mailed, as the case may be.

14. Waiver. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.

15. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof.

16. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and to the extent not prohibited herein,
their respective heirs, successors, assigns and representatives. Nothing in this
Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto and as provided above, their respective heirs, successors,
assigns and representatives any rights, remedies, obligations or liabilities.

17. Validity and Construction. The validity and construction of this Option
shall be governed by the laws of the State of Delaware. Such construction is
vested in the board and its construction shall be final and conclusive. IN
WITNESS WHEREOF, the Corporation has caused this Option Agreement to be executed
by its proper corporate officers thereunto duly authorized.

HIRSCH INTERNATIONAL CORP.

By: /s/Henry Arnberg
_________________________________
Henry Arnberg, President

/s/Ronald H. Krasnitz
_________________________________

RONALD H. KRASNITZ, Optionee

Exhibit 4.2

HIRSCH INTERNATIONAL CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT

AGREEMENT, made and entered into this 7th day of June, 1996,
between HIRSCH INTERNATIONAL CORP., a Delaware corporation with its principal
place of business at 200 Wireless Boulevard, Hauppauge, New York 11788 (the
"Corporation"), and MARTIN KRASNITZ, residing at residing at 330 West Diversey,
Chicago, Illinois 60657 (the "Optionee").

WHEREAS, simultaneously herewith the Corporation has entered
into an employment agreement with the Optionee pursuant to which the Corporation
has agreed to grant to the Optionee an option to purchase an aggregate of One
Hundred Twelve Thousand Five Hundred (112,500) authorized but unissued shares of
the Corporation's Class A Common Stock, par value $.01 per share (the "Common
Shares"), upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration paid by
the Optionee to the Corporation, the receipt and sufficiency of which is hereby
acknowledged, and the mutual covenants hereinafter set forth, the parties agree
as follows:

5. Availability of Shares. The Corporation, during the term of this Option,
shall keep available at all times the number of shares of common stock required
to satisfy the Option. The Corporation shall utilize its best efforts to comply
with the requirements of each regulatory commission or agency having
jurisdiction in order to issue and sell the Common Shares to satisfy the Option.
Such compliance will be a condition precedent to the right to exercise the
Option. The inability of the Corporation to effect such compliance with any such
regulatory commission or agency which counsel for the Corporation deems
necessary for the lawful issuance and sale of the Common Shares to satisfy this
Option shall relieve the Corporation from any liability for failure to issue and
sell the Common Shares to satisfy the Option for such period of time as such
compliance is not effectuated.

7. Non-Transferability of Option and Common Shares. The holder of this
Option, by acceptance hereof, represents, warrants and agrees as follows:

(a) Optionee is acquiring the Option for his own account and not with a
view to the resale or distribution thereof.

8. Stockholder's Rights. The Optionee shall not have any of the rights of a
stockholder with respect to the Common Shares until such shares have been issued
after the due exercise of the Option.

9. Acknowledgements. The Optionee hereby acknowledges that:

12. Termination of Option. To the extent not heretofore exercised, this
Option shall terminate at 5:00 P.M. New York City time on June __, 2001.

14. Waiver. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.

15. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof.

HIRSCH INTERNATIONAL CORP.

By: /s/ Henry Arnberg
________________________________________
Henry Arnberg, President

/s/Martin Krasnitz
________________________________________
MARTIN KRASNITZ, Optionee

Exhibit 4.3

HIRSCH INTERNATIONAL CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT

AGREEMENT, made and entered into this 20th day of December, 1996, between
HIRSCH INTERNATIONAL CORP., a Delaware corporation with its principal place of
business at 200 Wireless Boulevard, Hauppauge, New York 11788 (the
"Corporation"), and JIMMY L. YATES, residing at 3801 Hollow Creek Road, Fort
Worth, Texas 76116 (the "Optionee").

WHEREAS, simultaneously herewith the Corporation has entered into an
employment agreement with the Optionee pursuant to which the Corporation has
agreed to grant to the Optionee an option to purchase an aggregate of Sixty
Thousand Three Hundred (60,300) authorized but unissued shares of the
Corporation's Class A Common Stock, par value $.01 per share (the "Common
Shares"), upon the terms and conditions set forth in this Agreement.

1. Grant of Option. The Corporation hereby grants to the Optionee the right
and option to purchase all or any part of an aggregate of Sixty Thousand Three
Hundred (60,300) Common Shares (subject to adjustment as provided in Paragraph 6
hereof) on the terms and conditions set forth herein (the "Option").

3. Vesting of Option. The Option granted hereby shall be exercisable as to
(i) Fifteen Thousand Seventy-Five (15,075) Common Shares commencing one year
from the date hereof, (ii) an additional Fifteen Thousand Seventy-Five (15,075)
Common Shares commencing two years from the date hereof, (iii) an additional
Fifteen Thousand Seventy-Five (15,075) Common Shares commencing three years from
the date hereof, and (iv) an additional Fifteen Thousand Seventy-Five (15,075)
Common Shares commencing four years from the date hereof.

5. Availability of Shares. The Corporation, during the term of this Option,
shall keep available at all times the number of shares of common stock required
to satisfy the Option.

7. Non-Transferability of Option and Common Shares. The holder of this
Option, by acceptance hereof, represents, warrants and agrees as follows:

(a) Optionee is acquiring the Option for his own account and not with a
view to the resale or distribution thereof.

8. Stockholder's Rights. The Optionee shall not have any of the rights of a
stockholder with respect to the Common Shares until such shares have been issued
after the due exercise of the Option.

9. Acknowledgements. The Optionee hereby acknowledges that:

12. Termination of Option. To the extent not heretofore exercised, this
Option shall terminate at 5:00 P.M. New York City time on December 19, 2001.

14. Waiver. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.

15. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof.

HIRSCH INTERNATIONAL CORP.

By: /s/Henry Arnberg
____________________________________
Henry Arnberg, President

/s/Jimmy L. Yates
____________________________________
JIMMY L. YATES, Optionee

Exhibit 4.4

HIRSCH INTERNATIONAL CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT

AGREEMENT, made and entered into this 26th day of March, 1997, between
HIRSCH INTERNATIONAL CORP., a Delaware corporation with its principal place of
business at 200 Wireless Boulevard, Hauppauge, New York 11788 (the
"Corporation"), and CHARLES BECKEY, residing at Five Paonia, Littleton, CO 80127
(the "Optionee").

WHEREAS, simultaneously herewith the Corporation has entered into an
employment agreement with the Optionee pursuant to which the Corporation has
agreed to grant to the Optionee an option to purchase an aggregate of Twelve
Thousand Nine Hundred Three (12,903) authorized but unissued shares of the
Corporation's Class A Common Stock, par value $.01 per share (the "Common
Shares"), upon the terms and conditions set forth in this Agreement.

1. Grant of Option. The Corporation hereby grants to the Optionee the right
and option to purchase all or any part of an aggregate of Twelve Thousand Nine
Hundred Three (12,903) Common Shares (subject to adjustment as provided in
Paragraph 6 hereof) on the terms and conditions set forth herein (the "Option").

<PAGE>

3. Vesting of Option. The Option granted hereby shall be exercisable as to
(i) Three Thousand Two Hundred Twenty Six (3,226) Common Shares commencing one
year from the date hereof, (ii) an additional Three Thousand Two Hundred Twenty
Six (3,226) Common Shares commencing two years from the date hereof, (iii) an
additional Three Thousand Two Hundred Twenty Six (3,226) Common Shares
commencing three years from the date hereof, and (iv) an additional Three
Thousand Two Hundred Twenty Five (3,225) Common Shares commencing four years
from the date hereof.

5. Availability of Shares. The Corporation, during the term of this Option,
shall keep available at all times the number of shares of common stock required
to satisfy the Option. The Corporation shall utilize its
best efforts to comply with the requirements of each regulatory commission or
agency having jurisdiction in order to issue and sell the Common Shares to
satisfy the Option. Such compliance will be a condition precedent to the right
to exercise the Option. The inability of the Corporation to effect such
compliance with any such regulatory commission or agency which counsel for the
Corporation deems necessary for the lawful issuance and sale of the Common
Shares to satisfy this Option shall relieve the Corporation from any liability
for failure to issue and sell the Common Shares to satisfy the Option for such
period of time as such compliance is not effectuated.

-2-

<PAGE>

7. Non-Transferability of Option and Common Shares. The holder of this
Option, by acceptance hereof, represents, warrants and agrees as follows:

(a) Optionee is acquiring the Option for his own account and not with a
view to the resale or distribution thereof.

8. Stockholder's Rights. The Optionee shall not have any of the rights of a
stockholder with respect to the Common Shares until such shares have been issued
after the due exercise of the Option.

-3-

<PAGE>

9. Acknowledgements. The Optionee hereby acknowledges that:

12. Termination of Option. To the extent not heretofore exercised, this
Option shall terminate at 5:00 P.M. New York City time on March 27, 2002.

14. Waiver. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.

15. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof.

-4-

<PAGE>

HIRSCH INTERNATIONAL CORP.

By: /s/Kenneth Shifrin
________________________________________
Kenneth Shifrin, Chief Financial Officer

/s/Charles Beckey
_________________________________________
Charles Beckey, Optionee

-5-

Exhibit 4.5

HIRSCH INTERNATIONAL CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT

AGREEMENT, made and entered into this 26th day of March, 1997, between
HIRSCH INTERNATIONAL CORP., a Delaware corporation with its principal place of
business at 200 Wireless Boulevard, Hauppauge, New York 11788 (the
"Corporation"), and LOWELL NELSON, residing at 3069 West 108th Avenue,
Westminster CO 80030 (the "Optionee").

WHEREAS, simultaneously herewith the Corporation has entered into an
employment agreement with the Optionee pursuant to which the Corporation has
agreed to grant to the Optionee an option to purchase an aggregate of Twelve
Thousand Nine Hundred Three (12,903) authorized but unissued shares of the
Corporation's Class A Common Stock, par value $.01 per share (the "Common
Shares"), upon the terms and conditions set forth in this Agreement.

<PAGE>

5. Availability of Shares. The Corporation, during the term of this Option,
shall keep available at all times the number of shares of common stock required
to satisfy the Option.

-2-

<PAGE>

7. Non-Transferability of Option and Common Shares. The holder of this
Option, by acceptance hereof, represents, warrants and agrees as follows:

(a) Optionee is acquiring the Option for his own account and not with a
view to the resale or distribution thereof.

8. Stockholder's Rights. The Optionee shall not have any of the rights of a
stockholder with respect to the Common Shares until such shares have been issued
after the due exercise of the Option.

-3-

<PAGE>

9. Acknowledgements. The Optionee hereby acknowledges that:

12. Termination of Option. To the extent not heretofore exercised, this
Option shall terminate at 5:00 P.M. New York City time on March 26, 2002.

14. Waiver. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.

15. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof.

-4-

<PAGE>

HIRSCH INTERNATIONAL CORP.

By: /s/Kenneth Shifrin
__________________________________
Kenneth Shifrin, Chief Financial Officer

/s/Lowell Nelson
_________________________________
Lowell Nelson, Optionee

-5-

Exhibit 5.1

Ruskin, Moscou, Evans & Faltischek, P.C.
170 Old Country Road
Mineola, New York 11501
(516) 663-6600

June 27, 1997

Hirsch International Corp.
200 Wireless Boulevard
Hauppauge, NY 11788

Gentlemen:

In connection with the registration under the Securities Act of 1933 (the
"Act") of 417,356 shares of Common Stock (the "Shares") of Hirsch International
Corp., a Delaware corporation (the "Corporation"), to be sold pursuant to each
of the Corporation's Non-Qualified Stock Option Agreements between the
Corporation and each of Ronald H. Krasnitz, Martin Krasnitz, Jimmy L. Yates,
Charles Beckey, and Lowell Nelson (the "Agreements"), we have examined such
corporate records, certificates and documents as we deemed necessary for the
purpose of this opinion. Based on our examination, we advise you that, in our
opinion, the Shares to be issued and sold by the Selling Stockholders pursuant
to the Agreements have been duly and validly authorized and, when issued and
paid for in accordance with the terms set forth in the Agreements, will be
legally issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
registration statement covering the Shares.

Very truly yours,

RUSKIN, MOSCOU, EVANS
& FALTISCHEK, P.C.

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement
of Hirsch International Corp. on Form S-8 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 reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.

DELOITTE & TOUCHE LLP

Jericho, New York June 20, 1997