HAUPPAUGE DIGITAL INC.
91 Cabot Court
Hauppauge, New York 11788
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Kenneth R. Aupperle and Kenneth Plotkin as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them, and each of them, to represent and vote, as designated below, all the
shares of Common Stock of Hauppauge Digital Inc. (the "Company") held of record
by the undersigned on June 8, 2000 at the Annual Meeting of Stock holders to be
held on July 18, 2000 or any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted for Proposals 1,2 3, 4 and 5 and in favor of any proposal to adjourn
the meeting in order to allow the Company additional time to obtain sufficient
Proxies with regard thereto.
(Continued and to be signed on reverse side)
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[Reverse Side]
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Stockholders
Hauppauge Digital Inc.
July 18, 2000
Please Detach and Mail in the Envelope Provided
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A |X| Please mark your votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
PROPOSALS 1, 2, 3, 4 and 5
1. Election of Directors.
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary as instructed below). listed below.
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
such nominee's name from the list below.)
KENNETH R. AUPPERLE KENNETH PLOTKIN
BERNARD HERMAN STEVEN J. KUPERSCHMID
2. Proposal to approve an amendment to the Company's Certificate of
Incorporation to increase the number of authorized Common Shares from
10,000,000 to 25,000,000.
FOR AGAINST ABSTAIN
3. Proposal to ratify the adoption of the Company's 2000 Performance and
Equity Incentive Plan.
FOR AGAINST ABSTAIN
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4. Proposal to ratify the adoption of the Company's Employee Stock Purchase
Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. Proposal to ratify the appointment of BDO Seidman, LLP as the Company's
independent auditors for the fiscal year ending September 30, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(continued and signed on next page)
[Reverse side continued]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
Signature: ___________________ Signature, if held jointly: ____________________
Dated: __________, 2000
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by the President or other authorized officer. If a
partnership or limited liability company, please sign in full partnership or
limited liability company name by an authorized person.
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