As filed with the Securities and Exchange Commission on June 27, 1997
Registration No. 33-94914
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
POST-EFFECTIVE AMENDMENT NO. 1
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. - STOCK OPTION PLAN
(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>
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Number of shares Proposed maximum Proposed maximum
Title of each class of to be Offering price aggregate offering Amount of
securities to be registered registered per share (1) price (1) registration fee (1)
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<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value (2) 853,125 $22.25 $19,220,906.25 $5,824.51
=============================================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
and based on the 853,125 shares issuable upon exercise of options reserved for
grant, on the closing sales prices for the Company's Common Stock as quoted on
the Nasdaq National Market on June 24, 1997.
(2) Pursuant to Rule 416, there are also being registered additional shares
of Common Stock as may become issuable pursuant to the anti-dilution provisions
of the plan being registered.
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<PAGE>
PART I
EXPLANATORY NOTE
The contents of the Registrant's earlier Registration Statement on Form
S-8, Registration No. 33-94914, are incorporated by reference. This Registration
Statement relates to two amendments of the Hirsch International Corp. Stock
Option Plan (the "Plan"), as follows:
(1) The Plan was first amended to increase the number of shares of Common
Stock authorized to be issued under the Plan, from 196,875 to 750,000 (adjusted
to reflect the Company's 5-for-4 stock split paid in the form of a 25% stock
dividend effective July 22, 1996.)The amendment was approved by the Company's
Board of Directors on June 21, 1996 and ratified by the Company's stockholders
on June 21, 1996; and
(2) The Plan was subsequently amended to increase the number of shares
authorized to be issued from 750,000 to 1,050,000, as approved by the Company's
Board of Directors on June 20, 1997 and ratified by the Company's stockholders
on June 20, 1997.
<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
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended January 31,
1997;
(b) The Company's Quarterly Reports on Forms 10-Q and 10-Q/A for the
quarter ended April 30, 1997;
(c) The description of the Company's Common Stock contained in its
Registration Statements on Form S-3 (Registration Nos. 333-26539 and 333-28603)
filed with the Commission on June 6, 1997;
(d) The Company's Current Report on Form 8-K filed with the Commission on
May 30, 1997;
(e) The Company's Proxy Statement dated May 20, 1997; and
(f) 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 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.
<PAGE>
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.
ITEM 6. 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 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 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.
<PAGE>
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Hirsch International Corp. Stock Option Plan, as hereby amended.
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.
<PAGE>
(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, as amended, the
Company 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 Post-Effective
Amendment No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hauppauge, New York on the 27th 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, as
amended, this Post-Effective Amendment No. 1 to its Registration Statement has
been signed on its behalf by the undersigned, thereunto duly authorized, in
Hauppauge, New York on the 27th day of June, 1997.
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<CAPTION>
Signature Title Date
<S> <C> <C>
\s\ Henry Arnberg Chairman of the Board of Directors, June 27, 1997
- ------------------------
Henry Arnberg President and Chief Executive Officer
(Principal Executive Officer)
* Executive Vice President, Chief Operating
Paul Levine Officer and Secretary (Principal Operating
Officer)
* Vice President-Finance and Chief Financial
Kenneth Shifrin Officer (Principal Accounting and
Financial Officer)
* Vice President and Director
Tas Tsonis
* Vice President and Director
Ronald Krasnitz
* Director
Herbert M. Gardner
Director
*
Marvin Broitman
* Director
Douglas Schenendorf
\s\ Henry Arnberg
Henry Arnberg as Attorney-in-Fact
</TABLE>
<PAGE>
Index to Exhibits
Exhibit Number Description
4.1 Hirsch International Corp. Stock Option Plan, as hereby amended
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.
STOCK OPTION PLAN, AS AMENDED
1. Plan; Purpose; General. The purpose of this Stock Option Plan (the
"Plan") is to advance the interests of Hirsch International Corp. (the
"Company") by enhancing the ability of the Company to attract and retain
selected employees, consultants, advisors to the Board of Directors and
qualified directors (collectively the "Participants") by creating for such
Participants incentives and rewards for their contributions to the success of
the Company, and by encouraging such Participants to become owners of shares of
the Company's Class A Common Stock, par value $0.01 per share, as the title or
par value may be amended (the "Shares"). Options granted pursuant to the Plan
may be incentive stock options ("Incentive Options") as defined in the Internal
Revenue Code of 1986, as amended (the "Code") or non-qualified options, or both.
The proceeds received from the sale of Shares pursuant to the Plan shall be used
for general corporate purposes. 2. Effective Date of Plan. The Plan will become
effective upon approval by the Board of Directors (the "Board"), and shall be
subject to the approval by the holders of at least a majority of all Shares
present in person and by proxy and entitled to vote thereon at a meeting of
stockholders of the Company within 12 months after the Company has a class of
equity securities registered under the Securities Act of 1933, as amended (the
"Act"). 3. Administration of the Plan. The Plan will be administered by the
Board of the Company. The Board will have authority, not inconsistent with the
express provisions of the Plan, to take all action necessary or appropriate
thereunder, to interpret its provisions, and to decide all questions and resolve
<PAGE>
all disputes which may arise in connection therewith. Such determinations
of the Board shall be conclusive and shall bind all parties.
The Board may, in its discretion, delegate its powers with respect to the
Plan to an employee benefit plan committee or any other committee (the
"Committee"), in which event all references to the Board hereunder, including
without limitation the references in Section 9, shall be deemed to refer to the
Committee. The Committee shall consist of not fewer than two members. Each of
the members must be a "disinterested person" as that term is defined in Rule
16b-3 adopted pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"). A majority of the members of the Committee shall constitute a quorum, and
all determinations of the Committee shall be made by the majority of its members
present at a meeting. Any determination of the Committee under the Plan may be
made without notice or meeting of the Committee by a writing signed by all of
the Committee members. The Board and the Committee, if any, shall have the
authority to determine eligibility, the number of options granted and the
exercise price of options.
4. Eligibility. The Participants in the Plan shall be all employees,
consultants, advisors to the Board of Directors and qualified directors of the
Company or any of its present or future subsidiaries (as defined in Section 8)
whether or not they are also officers of the Company. Members of the Committee
are eligible only if they do not exercise any discretion in selecting
Participants who receive grants of options, in determining the number of shares
to be granted to any Participant or in determining the exercise price of any
options, or if counsel to the Company may otherwise advise the Committee that
the taking of any such action does not impair the status of such eligible
Committee members as "disinterested persons" within the meaning of Exchange Act
Rule 16b-3.
<PAGE>
5. Grant of Options. (a) The Board shall grant options to Participants that
it, in its sole discretion, selects. Options shall be granted on such terms as
the Board shall determine except that Incentive Options shall be granted on
terms that comply with the Code and Regulations thereunder. (b) No options shall
be granted after December 3, 2003 but options previously granted may extend
beyond that date.
6. Terms and Conditions of Options (a) Exercise Price. Except as provided
in Section 5(b) of this Plan, the purchase price per Share for Shares issuable
upon exercise of options shall be a minimum of 100% of fair market value on the
date of grant and shall be determined by the Board. For this purpose, "fair
market value" will be determined as set forth in Section 8. Notwithstanding the
foregoing, if any person to whom an option is to be granted owns in excess of
ten percent of the outstanding capital stock of the Company, then no option may
be granted to such person for less than 110% of the fair market value on the
date of grant as determined by the Board. (b) Period of Options. Unless earlier
terminated, options shall terminate and no longer be exercisable five years from
the date of grant. (c) Payment for Delivery of Shares. Shares which are subject
to options shall be issued only upon receipt by the Company of full payment of
the purchase price for the Shares as to which the option is exercised. The
purchase price shall be payable by the Participant to the Company either (i) in
cash or by check, bank draft or money order payable to the order of the Company;
or (ii) for Incentive Options, through the delivery of Shares owned by the
Participant for a period of not less than six months and for which the
Participant has good title (free and clear of any liens and encumbrances)
<PAGE>
having a fair market value equal to the purchase price; or (iii) for
non-qualified options, by a combination of cash and Shares as provided in (i)
and (ii) above.
The Company shall not be obligated to deliver any Shares unless and until,
in the opinion of the Company's counsel, all applicable federal and state laws
and regulations have been complied with, nor, if the outstanding Class A Common
Stock is at the time listed on any securities exchange, unless and until the
Shares to be delivered have been listed (or authorized to be added to the list
upon official notice of issuance) upon such exchange, nor unless or until all
other legal matters in connection with the issuance and delivery of Shares have
been approved by the Company's counsel. Without limiting the generality of the
foregoing, the Company may require from the person exercising an option such
investment representation or such agreement, if any, as counsel for the Company
may consider necessary in order to comply with the Act and applicable state
securities laws.
A Participant shall have the rights of a shareholder only as to Shares
actually acquired by him under the Plan.
(d) Vesting. Except for options granted pursuant to Section 5(b) of this
Plan, the Board may impose such vesting restrictions as it sees fit at the time
of grant.
(e) Non-Transferability of Options. Options may not be sold, assigned or
otherwise transferred or disposed of in any manner whatsoever except as provided
in Section 6(g).
(f) Forfeiture of Options upon Termination of Relationship. Except as
otherwise provided in an option agreement between the Company and a Participant,
all previously unexercised options including options which have not vested shall
terminate and be forfeited automatically upon the termination for any reasons
whatsoever of a Participant's status as an employee, consultant on advisor to
the Board. Except as provided in Section 6(g) below, unexercised options granted
to directors shall not terminate or be forfeited in the event such person is no
longer a director of the Company.
<PAGE>
(g) Death. If a Participant dies at a time when he is entitled to exercise
an option, then at any time or times within one year after his death (or such
further period as the Board may allow) such options may be exercised, as to all
or any of the Shares which the Participant was entitled to purchase immediately
prior to his death, by his personal representative or the person or persons to
whom the options are transferred by the will or the applicable laws of descent
and distribution, and except as so exercised such options will expire at the end
of such period.
(h) Loans to Exercise Option. If requested by any Participant to whom a
grant of non-qualified options has been made, the Company or any subsidiary may
loan such person the amount of money necessary to pay the federal income taxes
incurred as a result of the exercise of any options (or guarantee a bank loan
for such purpose), assuming that the Participant is in the maximum federal
income tax bracket six months from the time of exercise and assuming that the
Participant has no deductions which would reduce the amount of such tax owed.
The loan shall be made on or after April 15th of the year following the year in
which the amount of tax is determined as may be requested by the Participant and
shall be made on such terms as the Company or lending bank determines.
(i) Withholding Taxes. To the extent that the Company is required to
withhold taxes for federal income tax purposes in connection with the exercise
of any options, the Company shall have the right to assist the Participant to
satisfy such withholding requirement by (i) the Participant paying the amount of
the required withholding tax to the Company, (ii) the Participant delivering to
the Company Shares of its Class A Common Stock previously owned by the
Participant or (iii) the Participant having the Company retain a portion of the
Shares covered by the option exercise. The number of Shares to be delivered to
or withheld by the Company times the fair market value as defined by Section 9
of this Plan shall equal the cash required to be withheld. To the extent that
the Company elects to allow the Participant either to deliver or have withheld
Shares of the Company's Class A
<PAGE>
Common Stock, the Board or the Committee may require him to make such
election only during certain periods of time as may be necessary to comply with
appropriate exemptive procedures regarding the "short-swing" profit provisions
of Section 16(b) of the Exchange Act or to meet certain Code requirements.
7. Shares Subject to Plan. (a) Number of Shares and Stock to be Delivered.
Shares delivered pursuant to this Plan shall in the discretion of the Board be
authorized but unissued Shares of Class A Common Stock or previously issued
Shares acquired by the Company. Subject to adjustments as described below, the
aggregate number of Shares which may be delivered under this Plan shall not
exceed 1,050,000 Shares of Class A Common Stock of the Company.
(b) Changes in Stock. In the event of a stock dividend, stock split or
combination of Shares, recapitalization, merger in which the Company is the
surviving corporation or other change in the Company's capital stock, the number
and kind of Shares of stock or securities of the Company to be subject to the
Plan and to options then outstanding or to be granted thereunder, the maximum
number of Shares or securities which may be delivered under the Plan, the option
price and other relevant provisions shall be appropriately adjusted by the
Board, whose determination shall be binding on all persons. In the event of a
consolidation or merger in which the Company is not the surviving corporation or
which results in the acquisition of substantially all the Company's outstanding
stock by a single person or entity, or in the event of the sale or transfer of
substantially all the Company's assets, all outstanding options shall thereupon
terminate.
The Board may also adjust the number of Shares subject to outstanding
options, the exercise price of outstanding options and the terms of outstanding
options to take into consideration material changes in accounting practices or
principles, consolidations or mergers (except those described in the immediately
<PAGE>
preceding paragraph), acquisitions or dispositions of stock or property or
any other event if it is determined by the Board that such adjustment is
appropriate to avoid distortion in the operation of the Plan.
8. Definitions.
(a) For purposes of the Plan, a subsidiary is any corporation (i) in which
the Company owns, directly or indirectly, stock possessing 50 percent or more of
the total combined voting power of all classes of stock or (ii) over which the
Company has effective operating control.
(b) The fair market value of the Class A Common Stock shall be deemed to
be: (i) the closing price of the Company's Class A Common Stock appearing on a
national securities exchange if the Company's common stock is listed on such an
exchange, or if not listed, the average closing bid price appearing on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ");
(ii) if the Shares are not listed on NASDAQ, then the average bid price for
the Company's stock as listed in the National Quotation Bureau's pink sheets;
(iii) if there are no listed bid prices published in the pink sheets, then
the market value shall be based upon the average closing bid price as determined
following a polling of all dealers making a market in the Company's Shares.
9. Indemnification of Board. In addition to and without affecting such
other rights of indemnification as they may have as members of the Board or
otherwise, each member of the Board shall be indemnified by the Company to the
extent legally possible against reasonable expenses, including attorney's fees,
actually and reasonably incurred in connection with any appeal therein, to which
he may be a party by reason of any action taken or failure to act under or in
connection with the Plan, or any option granted thereunder, and against all
judgments, fines and amounts paid by his in settlement thereof;
<PAGE>
provided that such payment of amounts so indemnified is first approved by a
majority of the members of the Board who are not parties to such action, suit or
proceedings, or by independent legal counsel selected by the Company, in either
case on the basis of a determination that such member acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company; and except that no indemnification shall be made in relation to
matters as to which it shall be adjudged in such action, suit or proceeding that
such Board member is liable for a breach of the duty of loyalty, bad faith or
intentional misconduct in his duties; and provide, further that the Board member
shall in writing offer the Company the opportunity, at its own expense, to
handle and defend same.
10. Amendments. The Board may at any time discontinue granting options
under the Plan. The Board may at any time of times amend the Plan or amend any
outstanding option or options for the purpose of satisfying the requirements of
any changes in applicable laws or regulations or for any other purpose which may
at the time be permitted by law, provided that (except to the extent explicitly
required or permitted herein above) no such amendment will, without the approval
of the stockholders of the Company, (a) increase the maximum number of Shares
available under the Plan, (b) reduce the option price of outstanding options or
reduce the price at which options may be granted, (c) extend the time within
which options may be granted, (d) amend the provisions of this Section 10 of the
Plan, (e) extend the period of an outstanding option beyond five years from the
date of grant, (f) adversely affect the rights of any Participant (without his
consent) under any options theretofore granted or (g) be effective if
stockholder approval is required by applicable statute, rule or regulation.
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 853,125 shares of Common Stock (the "Shares") of Hirsch International
Corp., a Delaware corporation (the "Corporation"), to be sold pursuant to the
Corporation's Stock Option Plan, as amended, (the "Plan") 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 increase in the number of Shares authorized to be issued under the
Plan, as amended, has been duly and validly authorized and, when issued and paid
for in accordance with the terms set forth in the Plans, 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.
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-94914 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.
DELOITTE & TOUCHE LLP
Jericho, New York
June 20, 1997
