SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
HAUPPAUGE DIGITAL, INC.
-----------------------------------------------
(Name of Registrant as Specified in Its Charter)
HAUPPAUGE DIGITAL, INC.
-----------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies: _______________________________________________
(2) Aggregate number of securities to which transaction
applies: ______________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
________________________________________________________
(4) Proposed maximum aggregate value of
transaction:____________________________________________
(5) Total Fee Paid: _____________________________________
[ ] Fee paid previously with preliminary material.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount previously paid: _______________________________
(2) Form, Schedule or Registration Statement No.: ___________
(3) Filing party:____________________________________________
(4) Date filed:_____________________________________________
<PAGE>
HAUPPAUGE DIGITAL, INC.
91 Cabot Court
Hauppauge, New York 11788
____________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
____________________________________________________
The annual meeting of the stockholders of Hauppauge Digital, Inc.
(the "Company") will be held on March 5, 1997 at 10:00 a.m., local
time, at the offices of the Company at 91 Cabot Court, Hauppauge,
New York 11788. The meeting is called for the following purposes:
ELECTION OF DIRECTORS
The election of 6 directors to hold office for a term of one (1)
year and until the election and qualification of their respective
successors.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
To ratify the appointment of BDO Seidman, LLP, Certified Public
Accountants, as independent auditors for the fiscal year ending
September 30, 1997.
TRANSACTION OF OTHER BUSINESS
To transact such other business as may properly come before the
meeting or any adjournments thereof.
Stockholders of record at the close of business on January 21, 1997
are entitled to notice of, and to vote at, this meeting. Sending
in your proxy will not prevent your attending and voting at the
meeting in person should you later decide to do so.
The accompanying form of proxy is solicited by the board of
directors of the Company. Reference is made to the enclosed proxy
statement for further information with respect to the business to
be transacted at the meeting.
If you do not expect to attend the meeting in person, please sign
and date the enclosed proxy and mail it promptly in the enclosed
envelope.
By order of the board of directors.
Dated: January 23, 1997
KENNETH PLOTKIN
Secretary
<PAGE>
HAUPPAUGE DIGITAL, INC.
91 Cabot Court
Hauppauge, New York 11788
__________________________________
PROXY STATEMENT
__________________________________
The proxy statement mailed to stockholders commencing on or about
January 24, 1997 is furnished in connection with the solicitation
of proxies by the board of directors of Hauppauge Digital, Inc.
(the "Company") in connection with the annual meeting of
stockholders (the "Annual Meeting") of the Company to be held March
5, 1997 at 10:00 a.m., local time, at the offices of the Company
at 91 Cabot Court, Hauppauge, New York 11788. Proxies will be
voted in accordance with directions specified thereon and otherwise
in accordance with the judgment of the persons designated as
proxies. Any proxy on which no direction is specified will be
voted in favor of the action described in the proxy statement.
A proxy in the enclosed form may be revoked at any time, prior to
it being voted at the Annual Meeting by sending a subsequently
dated proxy or by giving written notice to the Company, in each
case to the attention of Kenneth Plotkin, Secretary, at the address
set forth above. Stockholders who attend the Annual Meeting may
withdraw their proxies at any time before their shares are voted by
voting their shares in person.
The expense of the solicitation of proxies for the Annual Meeting,
including the cost of preparing, assembling and mailing the notice,
proxy and proxy statement, the handling and tabulation of proxies
received and the charges of brokerage houses and other
institutions, nominees or fiduciaries in forwarding such documents
of the proxy material to beneficial owners, will be paid by the
Company. In addition to the mailing of the proxy material, such
solicitation may be made in person or by telephone and telegraph by
directors, officers or regular employees of the Company. It is
estimated that the total cost of proxy solicitations by the Company
will not exceed $10,000.
The matters to be considered at this Annual Meeting will be the
election of directors for the ensuing year and the ratification of
the appointment of BDO Seidman, LLP, Certified Public Accountants
as independent auditors. The Company is aware of no other matters
to be presented for action at the Annual Meeting.
<PAGE>
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Company's voting securities consist solely of common stock,
$.01 par value (the "Common Stock"). Holders of Common Stock at
the close of business on January 21, 1997 will be entitled to vote.
Each share of Common Stock entitles the holder to one (1) vote on
each matter to be voted upon. On the record date there were
outstanding 4,444,102 shares of Common Stock, exclusive of treasury
shares.
NOMINATION AND ELECTION OF DIRECTORS
General
Each director to be elected will hold office until the next annual
meeting of stockholders and until his successor is elected and has
qualified, or until his death, resignation, or removal. The bylaws
of the Company provide that the number of the directors of the
Company shall be a minimum of three (3) and a maximum of seven (7)
and that directors shall be elected by a plurality of the votes
cast. The board of directors has chosen and designated the above
six (6) nominees. At the Annual Meeting, six (6) directors are to
be elected.
Proxies in the enclosed form will be voted for the nominees named
above. Authority may be withheld for any nominee. Under SEC
rules, boxes and a designated blank space are provided on the proxy
card for shareholders to mark if they wish to withhold authority to
vote for one or more nominees for director. In addition,
stockholders may nominate additional nominees as candidates for the
position as director. Although the board of directors does not
anticipate that any nominee will be unavailable for election, in
the event of such occurrence, the proxy will be voted for such
substitute, if any, as the board of directors may designate.
Proxies will not vote for a greater number of persons than the
number of nominees named.
<PAGE>
Nominees
The following table sets forth the nominees for the Board of
Directors to be elected at the Annual Meeting, together with
certain information with respect to each:
Director
Name Age Since
- - - - ----- ----- ----------
Kenneth R. Aupperle (1) 39 1994
Kenneth Plotkin (2) 45 1994
Laura Aupperle (1) 40 1994
Dorothy Plotkin (2) 45 1994
Leonard A. Neuhaus 37 1995
Bernard Herman 69 1996
_________________
(1) Kenneth R. Aupperle and Laura Aupperle are husband and wife.
(2) Kenneth Plotkin and Dorothy Plotkin are husband and wife.
KENNETH R. AUPPERLE is a co-founder of the Company. He has been
the Company's president and chief operations officer since the
Company's incorporation. Mr. Aupperle holds a BS in Electrical
Engineering and an MS in Computer Science from Polytechnic
University, along with additional work toward a Ph.D.
KENNETH PLOTKIN is a co-founder of the Company. He has been the
Company's chairman of the board of directors and chief executive
officer since the Company's incorporation. Mr. Plotkin is
presently Secretary of the Company and is vice-president in charge
of marketing. He holds a BS and an MS in Electrical Engineering
from the State University of New York at Stony Brook.
LAURA AUPPERLE has served as director of the Company since the
Company's incorporation. She worked for the Company on a full time
basis in sales and production from 1983 to 1990 and on a part time
basis in production planning from May, 1994 until April, 1996.
DOROTHY PLOTKIN has served as director of the Company since the
Company's incorporation. She has worked for the Company on a full
time basis since 1982 in various capacities and presently in sales
and as a shipping manager.
<PAGE>
LEONARD A. NEUHAUS has served as a director of the Company since
January 10, 1995, the effective date of the Company's 1995 public
offering, in accordance with the right of Lew Lieberbaum & Co.,
Inc. ("LLC") the underwriter for the Company to designate a nominee
to the Company's board of directors. Mr. Neuhaus is a co-founder,
stockholder, chief operations officer and director of LLC. Mr.
Neuhaus only devotes a limited portion of his time to the affairs
of the Company. The National Association of Securities Dealers,
Inc. ("NASD") has previously alleged that LLC and others, including
Mr. Neuhaus, in 1991, engaged in market manipulation, inaccurately
maintained books and records and failed to adequately supervise the
activities of LLC's personnel in connection with the trading for
LLC's account of warrants which were part of a public offering of
units of convertible preferred stock and warrants of a company for
which LLC had acted in 1991 as managing underwriter. In order to
expeditiously resolve this matter and without admitting or denying
these allegations, in January 1995, Mr. Neuhaus and others
voluntarily entered into a Letter of Acceptance, Waiver and Consent
with the NASD pursuant to which Mr. Neuhaus was censured and fined
by the NASD, agreed to pay with LLC and others restitution to
customers and was suspended for associating with any NASD member
for a three month period.
BERNARD HERMAN from 1979 to 1993 was chief executive officer of
Okidata Corp. of Mount Laurel, New Jersey, a distributor of
computer peripheral products. Since then he has served as a
consultant with reference to computer products.
<PAGE>
Security Ownership of Management
The following table sets forth the beneficial ownership of the
Company's common stock (its only class of equity securities
outstanding) as of January 7, 1997 by each director nominee and all
directors and executive officers as a group:
Shares of Percent
Stock Owned of
Name Beneficially(1) Class
- - - - ----- ------------ -----
Kenneth R. Aupperle(2)(3) 317,610 7.1%
Kenneth Plotkin(2)(3) 322,150 7.2%
Laura Aupperle(2)(3) 302,550 6.8%
Dorothy Plotkin(2)(3) 302,550 6.8%
Leonard A. Neuhaus(4) --- ---
Bernard Herman 3,000 *
All executive officers
and directors as a
group (8 persons) 1,299,293 28.6%
_________________
* Less than one (1%) percent.
(1) Beneficial ownership is determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, except as set
forth above.
(2) Ownership of shares by each individual does not include
ownership by that person's spouse.
(3) One warrant has been issued for 60,000 shares to Ladokk Realty
Co. ("Ladokk"), of which Kenneth Aupperle, Kenneth Plotkin, Dorothy
Plotkin and Laura Aupperle are partners. Each individual expressly
disclaims any percentage interest in the warrant other than that which
represents such partner's percentage interest in the partnership,
which is equal to 15,000 shares.
(4) Disclaims any ownership in shares of Common Stock held by LLC,
which may from time to time own shares of Common Stock in the
Company in its role as a market maker of the Company's Common
Stock.
Board and Committee Meetings
Six (6) meetings of the board of directors were held during the
fiscal year ended September 30, 1996. No director attended fewer
than seventy-five (75%) percent of such meetings.
The Company has an audit, compensation and stock option committee.
<PAGE>
The function of the audit committee is to review and report to the
Board with respect to the annual audit of the Company's independent
accountants, including the scope and general extent of their
examination, the audit procedures that will be utilized by the
independent accountants, and the compensation of the independent
accountants; to review and report to the Board on the general
policies and procedures utilized by the Company with respect to
internal auditing, accounting, and financial controls; and to
review and report to the Board on the subject of retention of the
Company's independent accountants. The functions of the
compensation committee are to determine the general compensation
policies of the Company, establish compensation plans, and
determine senior management compensation. The function of the stock
option committee is to administer the Company's stock option plans.
Bernard Herman, Leonard Neuhaus and Kenneth R. Aupperle are members
of the Audit and Compensation Committees. Bernard Herman and
Leonard Neuhaus are members of the stock option committee. These
committees were established May 7, 1996. The stock option
committee met once and the other two committees did not meet during
the fiscal year ending September 30, 1996.
PRINCIPAL HOLDERS OF SECURITIES
The following sets forth the ownership with respect to each person
known to own beneficially more than 5% of the Company's Common
Stock as of January 7, 1997:
Name and Amount and Nature Percent
Title address of Nature of Beneficial of
of Class Beneficial Owner Ownership(1) Class
- - - - -------- ---------------- ------------ -----
Common Stock Kenneth R. Aupperle 317,610 direct 7.1%
$.01 par value 91 Cabot Court and beneficial
Hauppauge, NY 11788
Common Stock Kenneth Plotkin 322,150 direct 7.2%
$.01 par value 91 Cabot Court and beneficial
Hauppauge, NY 11788
Common Stock Laura Aupperle 302,550 direct 6.8%
$.01 par value 91 Cabot Court and beneficial
Hauppauge, NY 11788
Common Stock Dorothy Plotkin 302,550 direct 6.8%
$.01 par value 91 Cabot Court and beneficial
Hauppauge, NY 11788
Common Stock LCO Investments Limited 284,500 direct 6.4%
$.01 par value c/o Richards & O'Neil,LLP and beneficial
885 Third Avenue
New York, NY 10022
_________________
(1) See footnotes to table under "Security Ownership of
Management."
<PAGE>
EXECUTIVE COMPENSATION
Summary
The following describes the components of the total compensation of
the CEO of the Company. No executive had a total annual salary and
bonus for the year ended September 30, 1996 which exceeded
$100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation Long term compensation
------------------------ --------------------------------------
Awards Payouts
------------------ -----------------
Other Securities All
Name and annual Restricted underlying LTIP other
principal Salary Bonus compen- stock options / payouts compen
position Year ($) ($) sation($) award(s)($) SARs (#) ($) sation($)
- - - - -------- ---- ------ ----- ---------- --------- ---------- ------ --------
Kenneth 1996 62,746 -- 4,820(1)(3) --- --- --- ---
Plotkin,
CEO 1995 56,083 -- 1,600(1)(3) --- --- --- ---
1994(2) 29,261 -- 1,112(1) --- --- --- ---
______________
(1) Represents non-cash compensation in the form of the use of a car and
related expenses.
(2) The fiscal year ended 1994 was for a nine month period ending
September 30, 1994.
(3) Does not include compensation deferred as of September 30, 1996 in the
amount of $12,331 and September 30, 1995 in the amount of $9,231.
Stock Options
OPTION/SAR GRANTS IN LAST FISCAL YEAR
[Individual Grants]
Number of Percent of
securities total options/
underlying SARs granted Exercise
Options/SARs in fiscal or base Expiration
Name granted (#) year price ($/Sh) Date
- - - - ---- ------------- ------------ ------------ ----
Kenneth Plotkin, 15,000 12.8% $3.00 3/15/06
CEO
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number
of securities Value
underlying unexercised in-
unexercised the-money options
Shares SARs at FY-end(#) SARs at FY-end($)
acquired on Value exercisable / exercisable /
Name exercise (#) realized($) unexersisable unexercisable
- - - - ----- ------------ ----------- ------------- ----------------
Kenneth Plotkin,
CEO -0- -0- 15,000/150,000 $14,063/$118,125
Compensation of Directors
Directors of the Company are not compensated solely for being on the board of
directors.
Employment Agreements
On January 10, 1995, Kenneth R. Aupperle and Kenneth Plotkin each entered
into a three year employment agreement with the Company to serve as
president, and chief operations officer, and chief executive officer,
vice-president in charge of marketing and secretary, respectively. The
agreements provide for an annual salary of $60,000 during the first year,
$80,000 during the second year and $100,000 during the third year. Each
agreement provides for disability benefits, a car allowance of $400 per
month, reasonable reimbursements for automobile expenses and also medical
insurance as is standard for the employees of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than
ten percent of the Company's Common Stock, to file initial reports of
ownership and reports of changes in ownership with the Securities and
Exchange Commission. Executive officers, directors and greater than 10%
beneficial shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the Company
and written representations from the Company's executive officers and
directors, the Company believes that during the fiscal year ended September
30, 1996 all Section 16(a) filing requirements applicable to its executive
officers, directors and greater than 10% beneficial owners were complied
with.
<PAGE>
1994 INCENTIVE STOCK OPTION PLAN
On August 2, 1994, the Company adopted an Incentive Stock Option Plan
("ISO"), as defined in section 422 of the Internal Revenue Code, as amended.
200,000 shares of Common Stock have been reserved for issuance under the ISO.
Pursuant to the ISO, options may be granted for up to ten years with exercise
prices (A) during the first two years after January 10, 1995, of no less than
the greater of $3.15, or the fair market value of the Common Stock on the
date of grant, or (B) thereafter, of no less than fair market value of the
Common Stock on the date of grant. Options to acquire 77,000 shares were
granted under this plan on May 7, 1996 exercisable at $3.75 per share in five
increments of one-fifth each for terms of 5 years from such date as they
become exercisable which, for the most part, is February 1, 1997. Options to
acquire 13,400 shares are exercisable within sixty (60) days from the date of
this proxy statement. Options to acquire 5,000 shares were granted to Gerald
Tucciarone and 10,000 to John Casey, each an executive officer, of which an
aggregate of 3,000 are exercisable within sixty (60) days from the date of
this proxy statement.
1996 NON-QUALIFIED STOCK OPTION PLAN
On December 14, 1995, the board of directors authorized the adoption of the
1996 Non Qualified Option Plan (the "1996 Non-Qualified Plan") which was
approved by the Company's stockholders on March 5, 1996.
The 1996 Non-Qualified Plan authorizes the grant of 250,000 shares subject to
adjustment as provided therein. The 1996 Non-Qualified Plan terminates ten
(10) years after stockholder approval. Options granted shall specify the
exercise price, the duration of the option, the number of shares to which the
option applies and such other terms and conditions not inconsistent with the
1996 Non-Qualified Plan as the board of directors or committee administering
the 1996 Non-Qualified Plan shall determine. Payment of the exercise price
for options under the 1996 Non-Qualified Plan is to be made in cash, by the
exchange of Common Stock having equivalent value or through a "Cashless
Exchange". If a Participant elects to utilize a Cashless Exercise, he shall
be entitled to a credit equal to the amount of that equity by which the
current Fair Market Value exceeds the option price on that number of options
surrendered and to utilize that credit to exercise additional options held by
him that such equity could purchase. There shall be canceled that number of
options utilized for the credit and for the options exercised for such
credit. In the event of any change of the outstanding Common Stock by reason
of a stock split, stock dividend, combination, reclassification or exchange
of shares, recapitalization, merger, consolidation or other similar event,
the number of shares available for options and the price thereof shall be
proportionately adjusted. No options have been granted under the 1996
Non-Qualified Plan to date.
CERTAIN TRANSACTIONS
On July 6, 1995, Messrs. Aupperle and Plotkin and their wives transferred an
aggregate of 99,740 shares of Common Stock to certain key employees of the
<PAGE>
Company, as an incentive to them. No consideration was paid with respect to
any transfer of less than 1,000 shares of Common Stock to any such employee,
and $0.03 per share was paid to cover the costs of any transfer of more than
1,000 shares of Common Stock to any employee. John Casey and Gerald
Tucciarone, executive officers of the Company, were transferred 38,100 and
2,000 shares of Common Stock, respectively.
The Company occupies a 25,000 square foot facility at 91 Cabot Court,
Hauppauge, New York which it uses as its executive offices and for the
testing, storage, and shipping of its products. The Company considers the
premises to be suitable for all its needs. The building is owned by Ladokk,
a partnership consisting of Messrs. Aupperle and Plotkin and their wives and
is leased to the Company under a lease agreement expiring on January 31, 2006
with an option of the Company to extend the lease for an additional three
years. Rent is currently at the annual rate of $306,627, and will increase to
$321,958 per year on February 1, 1997. The rent is payable in equal monthly
installments and increases at a rate of 5% per year on February 1 of each
year thereafter including during the option period. The premises are subject
to two mortgages which have been guaranteed by the Company upon which the
outstanding principal amount due as of September 30, 1996 was $1,205,376. The
Company pays the taxes and operating costs of maintaining the premises.
On December 17, 1996 the Board of Directors approved the issuance of warrants
to Ladokk in consideration of Ladokk's agreement to cancel the last three
years of the Company's lease and to grant an option to the Company to extend
the lease for three years. The result is that the Company will have no loss
but will have flexibility to relocate at that time if necessary. The Stock
Option Committee authorized the grant of a warrant to Ladokk to acquire
60,000 shares at an exercise price of $3 13/16, which is exercisable for
a term of ten years.
<PAGE>
PROPOSAL TO RATIFY APPOINTMENT
OF INDEPENDENT AUDITORS
-------------------------------
The board of directors of the Company has appointed the firm of BDO Seidman,
LLP, Certified Public Accountants as the Company's independent auditors for
the fiscal year ending September 30, 1997. The board of directors will
propose ratification of the appointment of BDO Seidman, LLP. BDO Seidman,
LLP has no financial interest of any kind in the Company and has had no
connection with the Company at any time in the past except for the
professional relationship between auditor and client.
The affirmative vote of the holders of a majority of the Common Stock of the
Company represented at the Annual Meeting will be required for approval of
the auditors. If such approval is not obtained, selection of independent
auditors will be reconsidered by the board of directors.
Representatives of BDO Seidman, LLP are expected to be present at the
stockholders meeting with the opportunity to make a statement if they desire
to do so, and shall be available to respond to appropriate questions.
Effective August 10, 1995 the Company dismissed Arthur Andersen, LLP
("Andersen") as its independent public accountants. Andersen had served as
the Company's independent public accountants for the Company's fiscal year
ended December 31, 1993 and for the nine months ended September 30, 1994.
During such periods the reports prepared by Andersen did not contain any
adverse opinions or disclaimer of opinions nor were they qualified or
modified as to uncertainties, audit scope or accounting principles except
that the report for the nine months ended September 30, 1994 was prepared
assuming the Company would continue as a going concern and it expressed doubt
about the Company's ability to continue as a going concern. That report was
prepared before the Company's consummation of its public offering.
The decision to change accountants was recommended and approved by the
Company's board of directors. There were no disagreements with Andersen on
any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures while Andersen served as the
Company's independent public accountants. The dismissal of Andersen was
because of fee considerations.
Effective August 10, 1995, BDO Seidman, LLP was named as the Company's
independent public accountants. BDO Seidman, LLP was not previously
consulted by the Company with respect to any matter preceding the date of
their appointment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE FOR RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN,
---
LLP, AS INDEPENDENT AUDITORS.
PROCEDURE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
FOR NEXT ANNUAL MEETING
Proposals by stockholders for inclusion in the next annual meeting proxy
statement must be received in writing prior to December 6, 1997. Proposals
should be addressed to the Secretary of Hauppauge Digital, Inc., 91 Cabot
Court, Hauppauge, New York 11788 and should be sent by certified mail,
<PAGE>
receipt requested. All such proposals are subject to the applicable rules
and requirements of the Securities and Exchange Commission.
OTHER MATTERS
So far as the board of directors is aware, only the aforementioned matters
will be acted upon at the meeting. If any other matters properly come before
the meeting, it is intended that the accompanying proxy may be voted on such
other matters in accordance with the best judgment of the person or persons
voting said proxy.
By order of the board of directors.
Dated: January 23, 1997
KENNETH PLOTKIN
Secretary
<PAGE>
HAUPPAUGE DIGITAL, INC.
91 Cabot Court
Hauppauge, New York 11788
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
MARCH 5, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints KENNETH R. AUPPERLE and KENNETH PLOTKIN
and each or either of them (with power of substitution) and proxies for the
undersigned, to vote all shares of Common Stock of record on January 21, 1997
of HAUPPAUGE DIGITAL, INC. which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders to be held on March
5, 1997 at 10:00 a.m. local time, or at any adjournment thereof, upon the
matters set forth in the Notice of and Proxy Statement for said Meeting,
copies of which have been received by the undersigned, and, in their
discretion, upon all other matters which may properly come before said
meeting. Without otherwise limiting the generality of the foregoing said
proxies are directed to vote as follows:
No. 1: ELECTION OF DIRECTORS
To serve for the term continuing through the next annual meeting and
until the election and qualification of their respective successors.
Kenneth R. Aupperle, Kenneth Plotkin, Laura Aupperle, Dorothy Plotkin,
Leonard Neuhaus and Bernard Herman
[ ] FOR all nominees listed above (except as withheld in the space
below.)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
(Instruction: To withhold authority to vote for any individual nominee
write that nominee's name in the space provided below.)
____________________________________________________________________
No. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Proposal to ratify the appointment of BDO Seidman, LLP, Certified Public
Accountants, as the independent auditors to examine the financial
statements of the Company for the fiscal year ending September 30, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED. IF NO CONTRARY DIRECTION IS GIVEN ABOVE, AND THIS PROXY IS
PROPERLY SIGNED, THE SHARES WILL BE VOTED FOR THE PROPOSALS LISTED ABOVE.
Your proxy is important to assure a quorum at the meeting whether or not you
plan to attend the meeting in person. You may revoke this proxy at any time,
and the giving of it will not affect your right to attend the meeting and
vote in person.
Dated _______________________________________
_____________________________________________
Signature
_____________________________________________
Signature if held jointly
_____________________________________________
Number of Shares as of January 21, 1997
This proxy must be signed exactly as name
appears. When shares are held by joint tenants,
both should sign. When signing as attorney or as
trustee, executor or guardian, please give full
title as such. If a corporation, please sign in
full corporate name by President or other
authorized officer. If a partnership, please
sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
