As filed with the Securities and Exchange Commission on September 29, 2000
Registration No. 333-____
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HAUPPAUGE DIGITAL INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3227864
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
91 Cabot Court
Hauppauge, New York 11788
(631) 434-1600
(Address of principal executive offices)
Hauppauge Digital Inc. Employee Stock Purchase Plan
(Full title of plan)
Mr. Kenneth R. Aupperle
President
Hauppauge Digital Inc.
91 Cabot Court
Hauppauge, New York 11788
(Name and address of agent for service)
(631) 434-1600
(Telephone number, including area code, of agent for service)
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Copies to:
Herbert W. Solomon, Esq.
Meltzer, Lippe, Goldstein & Schlissel, P.C.
190 Willis Avenue
Mineola, New York 11501
(516) 747-0300
Fax (516) 747-0653
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered(a) per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 100,000(1) $6.625 (2) $662,500 $174.90
per share
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TOTAL: $174.90
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(a) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(1) The Registration Statement shall also cover any additional shares of the
Registrant's Common Stock under issued pursuant to the Hauppauge Digital
Inc. Employee Stock Purchase Plan (the "Plan") by reason of any stock
dividend, stock split, recapitalization, or any other similar transactions
effective without the receipt of consideration which results in an increase
in the Registrant's outstanding shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. The computation
is based upon the closing price of the Common Stock as reported on the
NASDAQ National Market on September 25, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in the Registration Statement pursuant
to Item 3 of Part II of this Form S-8,
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taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
This Registration Statement on Form S-8 of Hauppauge Digital Inc., a
Delaware corporation (the "Registrant"), covers a total of 100,000 shares of the
Registrant's Common Stock, par value $.01 per share ("Common Stock"), reserved
for issuance under the Plan of the Registrant.
The Plan was approved and adopted by the Board of Directors on May 9, 2000 and
approved by the Company's shareholders on July 18, 2000.
Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Hauppauge Digital Inc. Employee Stock Purchase
Plan are available without charge by contacting:
Gerald Tucciarone, Treasurer
Hauppauge Digital Inc.
91 Cabot Court
Hauppauge, New York 11788
(631) 434-1600
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Registrant's document
referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated January 4,
1995, including any amendments thereto or reports filed for the
purpose of updating such description.
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(d) The Registrant's latest proxy statement pursuant to Section 14(a) of
the Exchange Act.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Any statement contained herein or 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 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 legality of the Common Stock offered hereby has been passed upon by
Meltzer, Lippe, Goldstein & Schlissel, P.C. ("MLG"), legal counsel of the
Company. Attorneys who are partners or counsel in MLG own 1,000 shares of Common
Stock.
Item 6. Indemnification of Directors and Officers.
Section 145(a) of the Delaware General Corporation Law provides, in
relevant part, that the Company may indemnify its directors and officers in the
circumstances therein provided.
Article SEVENTH of the Company's Certificate of Incorporation, as amended,
provides:
No director shall be liable to the corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a
director, except with respect to (1) a breach of the director's duty
of loyalty to the corporation or its stockholders, (2) acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (3) liability under Section 174 of the
Delaware General Corporation Law or (4) a transaction from which the
director derived an improper personal benefit, it being the intention
of the foregoing provision to eliminate the liability
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of the corporation's directors to the corporation or its stockholders
to the fullest extent permitted by Section 102(b)(7) of the Delaware
General Corporation Law, as amended from time to time. The corporation
shall indemnify to the fullest extent permitted by Sections 102(b)(7)
and 145 of the Delaware General Corporation Law, as amended from time
to time, each person that such Sections grant the corporation the
power to indemnify.
Article X of the Company's bylaws, as amended, provides the following:
The corporation shall indemnify any person made, or threatened to be made,
a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of
his being or having been a director or officer of the corporation, or of
any other corporation which he served as such at the request of the
corporation, against the reasonable expenses including attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, or in connection with an appeal therein,
except in relation to matters as to which such director or officer is
adjudged to have been guilty of negligence or misconduct in the performance
of his duty to the corporation.
The corporation shall indemnify any person made, or threatened to be made,
a party to any threatened, pending or completed action, suit or proceeding
other than one by or in the right of the corporation to procure a judgment
in its favor, whether civil, criminal, administrative or investigative
brought to impose a liability or penalty on such person for an act alleged
to have been committed by such person in his capacity of director or
officer of the corporation, or of any other corporation which he served as
such at the request of the corporation, against judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys' fees,
actually and reasonably incurred n connection with such action, suit or
proceeding, or any appeal therein, if such director or officer acted in
good faith in the reasonable belief that such action was in the best
interests of the corporation, and in criminal actions or proceedings,
without reasonable ground for belief that such action was unlawful. The
termination of any such civil or criminal action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent shall not in itself create a presumption that any such
director or officer did not act in good faith in the reasonable belief that
such action was in the best interests of the corporation or that he had
reasonable ground for belief that such action was unlawful.
Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or
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investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation."
The Registrant also maintains insurance policies which insures its officers
and directors against certain liabilities.
The foregoing discussion are necessarily subject to the complete text of
the statute, the articles of incorporation, the by-laws and the terms of the
insurance policies and are qualified in their entirety by reference thereto.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Hauppauge Digital Inc. Employee Stock Purchase Plan
5.1 Opinion of Meltzer, Lippe, Goldstein & Schlissel, P.C., as to the
legality of the securities being offered
23.1 Consent of BDO Seidman, LLP with respect to financial statements of
the Registrant
23.2 Consent of Meltzer, Lippe, Goldstein & Schlissel, P.C.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement of any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant or
the Plan pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 file a post-effective amendment to remove from registration any
of the securities that remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d)of the Securities
Exchange Act of 1934 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 Securities
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 Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payments 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 of 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.
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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 the City of Hauppauge, State of New York, on September 25, 2000.
Hauppauge Digital Inc.
By: /s/ KENNETH PLOTKIN
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KENNETH PLOTKIN
Chief Executive Officer, Vice-
President, and Secretary
By: /s/ KENNETH R. AUPPERLE
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KENNETH R. AUPPERLE
President and Chief Operations
Officer
By: /s/ GERALD TUCCIARONE
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GERALD TUCCIARONE
Treasurer and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration has been signed below by the following persons on behalf of the
Company and in the capacities and as of the date indicated above.
By: /s/ KENNETH R. AUPPERLE
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KENNETH R. AUPPERLE
Director
By: /s/ KENNETH PLOTKIN
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KENNETH PLOTKIN
Director
By: /s/ STEVEN J. KUPERSCHMID
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STEVEN J. KUPERSCHMID
Director
By: /s/ BERNARD HERMAN
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BERNARD HERMAN
Director
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Hauppauge Digital Inc. Employee Stock Purchase Plan
5.1 Opinion of Counsel
23.1 Consent of Independent Certified Public Accountant
23.2 Consent of Counsel
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