UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1 with respect to Kenneth Aupperle
Under the Securities Exchange Act of 1934
HAUPPAUGE DIGITAL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
419131 10 7
(CUSIP Number)
HOLLENBERG LEVIN SOLOMON ROSS BELSKY & DANIELS, LLP, 585 STEWART AVENUE,
GARDEN CITY, NEW YORK 11530, ATT: HERBERT W. SOLOMON, ESQ.(516) 745-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 21, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3), check the following box
[ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
Amendment No. 1
CUSIP No. 419131 10 7
1. Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
KENNETH AUPPERLE
Social Security ####-##-####
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned
by Each Reporting Person with:
------------------------------------
7. Sole Voting Power
392,610
8. Shared Voting Power
0(1)
9. Sole Dispositive Power
392,610
10. Shared Dispositive Power
0(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
392,610 (1)
12. Check Box if Aggregate Amount in Row (11) Excludes Certain Shares []
13. Percent of Class Represented by Amount in Row (11)
8.8%
14. Type of Reporting Person
IN
- ---------------
(1) The Reporting Person's wife, Laura Aupperle, beneficially owns 302,550
or approximately 6.8% of the outstanding shares of the Company. Pursuant to
Rule 13d-4 under the Securities Exchange Act of 1934, the Reporting Person
has disclaimed beneficial ownership in all securities owned by Laura
Aupperle.
<PAGE>
Item 1. Security and Issuer.
Common stock $0.01 par value per share (the "Common Stock") issued by
Hauppauge Digital, Inc., with principal executive offices located at 91 Cabot
Court, Hauppauge, New York (hereinafter referred to as the "Company").
Item 2. Identity and Background.
This statement is filed by Kenneth Aupperle, President, Treasurer,
Chief Financial Officer and Chief Operating Officer of the Company. The
information required by this Item for Kenneth Aupperle is as follows:
(a) Name: Kenneth Aupperle
(b) Business Address: 91 Cabot Court
Hauppauge, NY 11788
(c) Principal Occupation: President, Treasurer, Chief Financial
Officer, Chief Operating Officer, and
a director of the Company
(d) Criminal Violations: None
(e) Securities Violations: None
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration.
If any shares of the Company's Common Stock are to be purchased by the
Reporting Person pursuant to the grant of a non-qualified option which is the
cause of this filing, such shares will be purchased with the personal funds
of the Reporting Person or through a "cashless exercise" as provided by the
option grants. See Item 4 below for a description of the purpose of the
transaction herein described.
Item 4. Purpose of Transaction.
The Reporting Person acquired beneficial ownership on January 21, 1998
of 45,000 securities of the Company through grants of stock options as follows:
(a) Pursuant to the Company's 1996 Non-Qualified Stock Option Plan,
options to acquire 30,000 shares were granted to the Reporting Person,
exercisable immediately for a period of ten years at $4.625 per share;
(b) Pursuant to the Company's 1994 Incentive Stock Option Plan,
options to acquire a total of 27,050 shares were granted to the Reporting
Person, exercisable in increments of 33 1/3% per year at $5.0875 per share,
for a period of five years from the date the options first become
exercisable;
(c) Pursuant to the Company's 1998 Incentive Stock Option Plan, and
subject to shareholder approval of this 1998 Plan at the Company's annual
meeting of shareholders scheduled to be held on March 12, 1998, options to
<PAGE>
acquire a total of 17,950 shares were granted to the Reporting Person,
exercisable in increments of 33 1/3% per year at $5.0875 per share, for a
period of five years from the date the options first become exercisable.
As of the date of this Schedule, the Reporting Person has no plans or
proposals which relate to or would result in the acquisition or disposition
of the Company's securities by any person; an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company; a sale or transfer of a material amount of the assets of the
Company; any change in the Company's present board of directors or
management, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; any material change
in the Company's present capitalization or dividend policy; any other
material change in the Company's business or corporate structure; changes in
the Company's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person; causing a class of the Company's securities to cease to be listed in
an inter-dealer quotation system of a registered national securities
association; a class of the Company's equity securities becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or any action similar to those enumerated
in response to this item.
Item 5. Interest in Securities of the Issuer.
(a) Kenneth Aupperle owns beneficially 392,610 shares of the Common
Stock of the Company, or approximately 8.8% of the issued and outstanding
shares of the Common Stock of the Company.
(b) (1) Kenneth Aupperle:
(i) Has the sole power to vote or to direct the vote of
392,610 shares of the Company's Common Stock;
(ii) Has shared power to vote or to direct the vote zero (0)
shares of the Company's Common Stock (see Item 5(b)(1)(iv)
below);
(iii)Has the sole power to dispose or to direct the
disposition of 392,610 shares of the Company's Common Stock;
(iv) Pursuant to Rule 13d-4 of the Securities Exchange Act of
1934, the Reporting Person has disclaimed beneficial ownership
of the shares of his wife, Laura Aupperle, who beneficially
owns 302,550 shares of the Company.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
SIGNATURES
After reasonable inquiry, and to the best of my knowledge and belief,
the undersigned person certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 27, 1998
/s/ KENNETH AUPPERLE
--------------------
Kenneth Aupperle
