UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 3)
RULE 13e-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
HIRSCH INTERNATIONAL CORP.
(Name of Issuer)
HIRSCH INTERNATIONAL
CORP.
HIRSCH
HOLDINGS, INC.
HIC
ACQUISITION COMPANY
PAUL
GALLAGHER
(Names of Person(s) Filing
Statement)
Class A
Common Stock, par value $0.01 per share
(Title of Class of Securities)
433550100
(CUSIP Number of Class of Securities)
Paul Gallagher
President, Chief Executive Officer
and Chief Operating Officer
Hirsch
International Corp.
50 Engineers Road
Suite 100
Hauppauge, New York 11788
(631) 701-2169
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
With
Copies to:
Baker &
McKenzie LLP
1114
Avenue of the Americas
New
York, New York 10036
Attention:
Thomas J. Rice, Esq.
(212)
310-1647
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|
Bryan
Cave LLP
1290
Avenue of the Americas
New
York, New York 10104
Attention:
Michael Rosen, Esq.
David
E. Fisher, Esq.
(212)
541-2000
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|
Thompson
Hine LLP
335
Madison Avenue, 12th Floor
New
York, New York 10017
Attn:
Richard S. Heller, Esq.
(212)
344-5680
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This statement is filed in connection with (check the
appropriate box):
x
a.
The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
o
b.
The
filing of a registration statement under the Securities Act of 1933.
o
c.
A tender offer.
o
d.
None
of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are preliminary
copies:
o
Check the following box if the filing is a final
amendment reporting the results of the transaction:
¨
CALCULATION
OF FILING FEE
Transaction
Valuation*
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|
Amount
of Filing Fee**
|
$2,723,407
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|
$151.97
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* Calculated solely for the purpose
of determining the filing fee, the transaction valuation was determined based
upon the product of (A) 8,785,184 shares of common stock that may be
exchanged for cash in the transaction and (B) the merger consideration of
$0.31 per share.
** The filing fee, calculated in accordance with
Exchange Act Rule 0-11(c), was determined by multiplying 0.00005580 by the
product of the preceding sentence.
x
Check box if any part of the fee is
offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
Amount previously Paid:
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$151.97
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|
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Form or
Registration No.:
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Schedule 14A
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|
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Filing Party:
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Hirsch International
Corp.
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Date Filed:
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July 20, 2009
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INTRODUCTION
This Amendment No. 3 to Rule 13e-3 Transaction
Statement on Schedule 13E-3, together with the exhibits hereto (the Transaction
Statement), is being filed with the Securities and Exchange Commission (SEC)
jointly by (a) Hirsch International Corp., a Delaware corporation (Hirsch,
the Company, our and us), the issuer of the Companys Class A Common
Stock, par value $0.01 per share, that is subject to the Rule 13e-3
transaction, (b) Hirsch Holdings, Inc., a Delaware corporation (Parent),
(c) HIC Acquisition Company, a Delaware corporation (Merger Sub) and (d) Paul
Gallagher, an individual and President, Chief Executive Officer and Chief
Operating Officer of the Company (collectively, the Filing Persons).
This Transaction Statement relates to the Agreement
and Plan of Merger, dated as of July 2, 2009 (the Merger Agreement), by
and among the Company, Parent and Merger Sub. The Merger Agreement provides
that, upon the terms and subject to the conditions set forth therein, Merger
Sub will merge with and into the Company, with the Company continuing as the
surviving corporation (the Merger). At
the effective time of the Merger, each issued and outstanding share of Class A
Common Stock and Class B Common Stock of the Company (together, the common
stock), other than shares owned by
Parent, Merger Sub or Mr. Gallagher (stockholders other than these three
parties are referred to as Unaffiliated Stockholders), shares owned by
stockholders who properly exercise dissenters rights of appraisal under
Delaware law and shares of our common stock held in treasury by us will be
cancelled and converted into the right to receive $0.31 in cash, without
interest.
Concurrently with the filing of this Transaction
Statement, Hirsch is filing with the SEC a definitive Proxy Statement (the Proxy
Statement) under Regulation 14A of the Securities Exchange Act of 1934, as
amended (the Exchange Act), relating to the special meeting of the
stockholders of Hirsch at which the stockholders of Hirsch will consider and
vote upon a proposal to approve and adopt the Merger Agreement and the
transactions contemplated thereby. The approval of the Merger Agreement and the
transactions contemplated thereby requires the affirmative vote of the holders
of a majority of the outstanding shares of the Companys common stock entitled
to vote at the special meeting.
The cross references below are being supplied
pursuant to General Instruction G to Schedule 13E-3 and show the location in
the Proxy Statement of the information required to be included in response to
the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule
13E-3, the information contained in the Proxy Statement, including all annexes
thereto, is expressly incorporated by reference herein in its entirety, and
responses to each item herein are qualified in their entirety by the
information contained in the Proxy Statement. Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Proxy
Statement. All information contained in this Transaction Statement concerning
any of the Filing Persons has been provided by such Filing Person and none of
the Filing Persons, including Hirsch, takes responsibility for the accuracy of
any information not supplied by such Filing Person.
The filing of this Transaction Statement shall not
be construed as an admission by any Filing Person or by any affiliate of a
Filing Person, that Hirsch is controlled by any Filing Person, or that
any. Filing Person is an affiliate of
Hirsch within the meaning of Rule 13e-3 under Section 13(e) of
the Exchange Act.
1
Item 1.
Summary
Term Sheet
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
Item 2.
Subject
Company Information
(a)
Name and Address.
The Companys name and the address and
telephone number of its principal executive office are as follows:
Hirsch International Corp.
50 Engineers Road
Suite 100
Hauppauge, New York 11788
(631) 701-2169
(b)
Securities.
On September 21, 2009, the most recent
practicable date prior to this filing, there were (i) 9,083,065 shares of Class A
Common Stock, par value $0.01 per share, outstanding, and (ii) 400,018
shares of Class B Common Stock, par value $0.01 per share, outstanding.
(c)
Trading Market and Price.
The information set forth
in the Proxy Statement under the following caption is incorporated herein by
reference:
SUMMARY TERM SHEETMarket Price of the
Companys Common Stock and Dividend Information
OTHER IMPORTANT INFORMATION REGARDING
HIRSCHMarket Price of the Company Common Stock and Dividend Information
(d)
Dividends.
The information set forth in the Proxy Statement
under the following caption is incorporated herein by reference:
SUMMARY TERM SHEETMarket Price of the
Companys Common Stock and Dividend Information
OTHER IMPORTANT INFORMATION REGARDING
HIRSCHMarket Price of the Company Common Stock and Dividend Information
(e)
Prior Public Offerings
. None.
(f)
Prior Stock Purchases.
None.
Item 3.
Identity
and Background of Filing Person(s)
(a)
Name and Address.
The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
THE PARTIES TO THE MERGER
OTHER IMPORTANT INFORMATION REGARDING HIRSCHDirectors
and Executive Officers of Hirsch
OTHER IMPORTANT INFORMATION REGARDING
HIRSCHOwnership of Common Stock by Certain Beneficial Owners and Directors and
Executive Officers
2
(b)
Business and Background of Entities.
The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEETThe Parties to the Merger
THE PARTIES TO THE MERGER
(c)
Business and Background of Natural Persons.
The
information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
SPECIAL FACTORSInterests of Certain Persons
in the Merger
OTHER IMPORTANT INFORMATION REGARDING
HIRSCHDirectors and Executive Officers of Hirsch
Item 4.
Terms
of the Transaction
(a)
Material Terms.
The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORS
THE SPECIAL MEETING
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
(c)
Different Terms.
The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETInterests of Certain
Persons in the Merger
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSInterests of Certain Persons
in the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
(d)
Appraisal Rights.
The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETAppraisal Rights
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
THE SPECIAL MEETINGAppraisal Rights of
Stockholders
APPRAISAL RIGHTS
ANNEX CSECTION 262 OF THE DELAWARE
GENERAL CORPORATION LAW
(e)
Provisions for Unaffiliated Security Holders.
The
information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
SPECIAL FACTORSProvisions for Unaffiliated
Stockholders
(f)
Eligibility for Listing or Trading.
Not applicable.
3
Item 5.
Past
Contacts, Transactions, Negotiations and Agreements
(a)
Transactions.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETInterests of Certain
Persons in the Merger
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSInterests
of Certain Persons in the Merger
(b)
Significant Corporate Events.
The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEETThe Proposal
SUMMARY TERM SHEETMarket Price of the
Companys Common Stock and Dividend Information
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSInterests of Certain Persons
in the Merger
THE MERGER AGREEMENT
OTHER IMPORTANT INFORMATION REGARDING
HIRSCHMarket Price of the Company Common Stock and Dividend Information
ANNEX AAGREEMENT AND PLAN OF MERGER
(c)
Negotiations or Contacts.
The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEETInterests of Certain
Persons in the Merger
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSPosition of Parent Group as
to the Fairness of the Merger
SPECIAL FACTORSInterests of Certain Persons
in the Merger
(e)
Agreements Involving the Subject Companys Securities.
The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSInterests of Certain Persons
in the Merger
THE MERGER AGREEMENT
OTHER IMPORTANT INFORMATION REGARDING
HIRSCHMarket Price of the Company Common Stock and Dividend Information
ANNEX AAGREEMENT AND PLAN OF MERGER
4
Item 6.
Purpose
of the Transaction and Plans or Proposals
(b)
Use of Securities Acquired.
The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSInterests
of Certain Persons in the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
(c)(1)-(8)
Plans.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSPurpose and Reasons for the
Merger of Parent Group
SPECIAL FACTORSPlans for Hirsch After the
Merger
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSInterests of Certain Persons
in the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
Item 7.
Purposes,
Alternatives, Reasons and Effects
(a)
Purposes.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETThe Proposal
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and our Board of Directors; Reasons for Recommending Approval
of the Merger Agreement
SPECIAL FACTORSPurpose and Reasons for the
Merger of Parent Group
SPECIAL FACTORSPurposes and Reasons for the
Merger of the Company
SPECIAL FACTORSPlans for Hirsch after the
Merger
SPECIAL FACTORSEffects of the Merger
(b)
Alternatives.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
5
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSAlternatives to the Merger
for the Company
SPECIAL FACTORSEffects on the Company if
the Merger is Not Completed
(c)
Reasons.
The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSOpinion of Burnham Securities
Inc.
SPECIAL FACTORSPurpose and Reasons for the
Merger of Parent Group
SPECIAL FACTORSPosition of Parent Group as
to the Fairness of the Merger
SPECIAL FACTORSPurposes and Reasons for the
Merger of the Company
SPECIAL FACTORSAlternatives to the Merger
for the Company
SPECIAL FACTORSPlans for Hirsch After the
Merger
SPECIAL FACTORSEffects of the Merger
(d)
Effects.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSPurpose and Reasons for the
Merger of Parent Group
SPECIAL FACTORSPurposes and Reasons for the
Merger of the Company
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSEffects on the Company if
the Merger is Not Completed
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSMaterial United States
Federal Income Tax Consequences
SPECIAL FACTORSInterests of Certain Persons
in the Merger
SPECIAL FACTORSEstimated Fees and Expenses
of the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
Item 8.
Fairness
of the Transaction
(a)
Fairness
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETRecommendation of our
Board of Directors
SUMMARY TERM SHEETOpinion of Burnham
Securities Inc.
6
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSOpinion of Burnham
Securities Inc.
SPECIAL FACTORSPosition of Parent Group as
to the Fairness of the Merger
THE SPECIAL MEETINGBoard Recommendation
ANNEX BOPINION OF BURNHAM SECURITIES INC.
(b)
Factors Considered in Determining Fairness
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEETOpinion of Burnham
Securities Inc.
SUMMARY TERM SHEETInterests of Certain
Persons in the Merger
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSOpinion of Burnham
Securities Inc.
SPECIAL FACTORSPosition of Parent Group as
to the Fairness of the Merger
SPECIAL FACTORSInterests of Certain Persons
in the Merger
ANNEX BOPINION OF BURNHAM SECURITIES INC.
(c)
Approval of Security Holders
. The transaction is not
structured so that approval of at least a majority of unaffiliated stockholders
is required. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEETVotes Required for
Adoption of the Merger Agreement
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORS Recommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
THE SPECIAL MEETINGRecord Date
THE SPECIAL MEETINGVote Required
THE SPECIAL MEETINGVoting of Proxies
THE MERGER AGREEMENTConditions to the
Completion of the Merger
ANNEX AAGREEMENT AND PLAN OF MERGER
(d)
Unaffiliated Representative
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEETOpinion of Burnham
Securities Inc.
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSOpinion of Burnham
Securities Inc.
7
ANNEX BOPINION OF BURNHAM SECURITIES INC.
(e)
Approval of Directors
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEETRecommendation of Our
Board of Directors
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
(f)
Other Offers
. The information set forth in the Proxy Statement
under the following caption is incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
Item 9.
Reports,
Opinions, Appraisals and Negotiations
(a)
Report, Opinion or Appraisal
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEETOpinion of Burnham
Securities Inc.
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSOpinion of Burnham
Securities Inc.
ANNEX BOPINION OF BURNHAM SECURITIES INC.
(b)
Preparer and Summary of the Report, Opinion or Appraisal
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEETOpinion of Burnham
Securities Inc.
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSOpinion of Burnham
Securities Inc.
ANNEX BOPINION OF BURNHAM SECURITIES INC.
(c)
Availability of Documents
. The reports, opinions or
appraisals referenced in this Item 9 will be made available for inspection
and copying at the principal executive offices of the Company during its
regular business hours by any interested holder of the Companys common stock
or representative who has been so designated in writing.
Item 10.
Source
and Amounts of Funds or Other Consideration
(a)
Source of Funds
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETFinancing of the Merger
SPECIAL FACTORSFinancing of the Merger
THE MERGER AGREEMENT
8
ANNEX AAGREEMENT AND PLAN OF MERGER
(b)
Conditions
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETFinancing of the Merger
SPECIAL FACTORSFinancing of the Merger
THE
MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
(c)
Expenses
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETTermination Fees and
Expense Reimbursement
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSEstimated Fees and Expenses
of the Merger
THE SPECIAL MEETINGSolicitation of Proxies
THE MERGER AGREEMENTTermination Fee
ANNEX AAGREEMENT AND PLAN OF MERGER
(d)
Borrowed Funds
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETFinancing of the Merger
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSFinancing of the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
Item 11.
Interest
in Securities of the Subject Company
(a)
Securities Ownership
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
THE SPECIAL MEETINGVote Required
OTHER IMPORTANT INFORMATION REGARDING
HIRSCHOwnership of Common Stock by Certain Beneficial Owners and Directors and
Executive Officers
OTHER IMPORTANT INFORMATION REGARDING
HIRSCHOwnership of Common Stock by Parent and Merger Sub
(b)
Securities Transactions
. The information set forth
in the Proxy Statement under the following caption is incorporated herein by
reference:
OTHER IMPORTANT INFORMATION REGARDING
HIRSCHOwnership of Common Stock by Certain Beneficial Owners and Directors and
Executive Officers
Item 12.
The
Solicitation or Recommendation
(d)
Intent to Tender or Vote in a
Going-Private Transaction
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference:
9
SUMMARY TERM SHEETRecommendation of Our
Board of Directors
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSPurposes and Reasons for the
Merger of Parent Group
THE SPECIAL MEETINGVote Required
(e)
Recommendations of Others
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEETRecommendation of Our
Board of Directors
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL
FACTORSBackground of the Merger
SPECIAL
FACTORSRecommendation of the Special Committee and of Our Board of Directors;
Reasons for Recommending Approval of the Merger Agreement
SPECIAL FACTORSPurposes and Reasons for the
Merger of Parent Group
SPECIAL FACTORSPosition of Parent Group as
to the Fairness of the Merger
THE SPECIAL MEETINGBoard Recommendation
Item 13.
Financial
Information
(a)
Financial Statements
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
OTHER IMPORTANT INFORMATION REGARDING
HIRSCHHistorical Selected Financial Data
OTHER IMPORTANT INFORMATION REGARDING
HIRSCHBook Value Per Share
OTHER IMPORTANT INFORMATION REGARDING
HIRSCHRatio of Earnings to Fixed Charges
WHERE YOU CAN FIND MORE INFORMATION
ANNEX DANNUAL REPORT ON FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 2008
ANNEX EQUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2009
(b)
Pro Forma Information
. Not applicable.
Item 14.
Persons/Assets,
Retained, Employed, Compensated or Used
(a)
Solicitations or Recommendations
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSEstimated Fees and Expenses
of the Merger
THE SPECIAL MEETINGSolicitation of Proxies
THE SPECIAL MEETINGQuestions and Additional
Information
(b)
Employees and Corporate Assets
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by
reference:
10
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the
Special Committee and of Our Board of Directors; Reasons for Recommending
Approval of the Merger Agreement
SPECIAL FACTORSEstimated Fees and Expenses
of the Merger
THE SPECIAL MEETINGSolicitation of Proxies
Item 15.
Additional
Information
(a)
Other
Material Information
. The information contained in the Proxy Statement,
including all annexes thereto, is incorporated herein by reference.
Item 16.
Exhibits
(a)(1)
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Proxy
Statement of Hirsch International Corp. (incorporated herein by reference to
the Schedule 14A filed with the SEC on September 25, 2009).
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(a)(2)
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Form of
Letter to Stockholders of Hirsch International Corp. (incorporated herein by
reference to the Schedule 14A filed with the SEC on September 25, 2009).
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(a)(3)
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Form of
Notice of Special Meeting of Stockholders of Hirsch International Corp.
(incorporated herein by reference to the Schedule 14A filed with the SEC on September
25, 2009).
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(a)(4)
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Form of
Proxy Card (incorporated herein by reference to the Schedule 14A filed with
the SEC on September 25, 2009).
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*
(b)(1)
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Commitment
Letter dated June 12, 2009 from Keltic Financial Services LLC.
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(c)(1)
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Fairness
Opinion of Burnham Securities Inc. (incorporated herein by reference to Annex
B to the Schedule 14A filed with the SEC on September 25, 2009).
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*
(c)(2)
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|
Presentation
of Burnham Securities Inc. to the special committee of the board of directors
of Hirsch International Corp., dated July 1, 2009.
|
|
|
|
**
(c)(3)
|
|
Liquidation
Analysis prepared by Clear Thinking Group LLC, dated February 12, 2009.
|
|
|
|
**+
(c)(4)
|
|
Liquidation
Analysis prepared by Clear Thinking Group LLC, dated May 29, 2009.
|
|
|
|
(d)(1)
|
|
Agreement
and Plan of Merger, dated as of July 2, 2009, by and among Hirsch
International Corp., HIC Acquisition Company and Hirsch Holdings, Inc.
(incorporated herein by reference to Annex A to the Schedule 14A filed with
the SEC on September 25, 2009).
|
|
|
|
(f)(1)
|
|
Section 262
of the Delaware General Corporation Law (incorporated herein by reference to
Annex C of the Schedule 14A filed with the SEC on September 25, 2009).
|
|
|
|
(g)
|
|
None.
|
*
Previously
filed on July 20, 2009
**
Previously
filed on August 28, 2009
+
Certain portions of this exhibit have
been omitted pursuant to a request for confidential treatment. The omitted
portions have been separately filed with the SEC.
11
SIGNATURES
After due inquiry and to the best of their knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: September 25, 2009
|
HIRSCH INTERNATIONAL CORP.
|
|
|
|
|
|
/s/ Dan Vasquez
|
|
Dan Vasquez
|
|
Secretary
|
|
|
|
|
Dated: September 25, 2009
|
HIC ACQUISITION COMPANY
|
|
|
|
|
|
/s/ Paul Gallagher
|
|
Paul Gallagher
|
|
President
|
|
|
Dated: September 25, 2009
|
HIRSCH HOLDINGS, INC.
|
|
|
|
|
|
/s/ Paul Gallagher
|
|
Paul Gallagher
|
|
President
|
|
|
|
|
Dated: September 25, 2009
|
/s/ Paul Gallagher
|
|
Paul Gallagher
|
12
Exhibit Index
(a)(1)
|
|
Proxy
Statement of Hirsch International Corp. (incorporated herein by reference to
the Schedule 14A filed with the SEC on September 25, 2009).
|
|
|
|
(a)(2)
|
|
Form of
Letter to Stockholders of Hirsch International Corp. (incorporated herein by
reference to the Schedule 14A filed with the SEC on September 25, 2009).
|
|
|
|
(a)(3)
|
|
Form of
Notice of Special Meeting of Stockholders of Hirsch International Corp.
(incorporated herein by reference to the Schedule 14A filed with the SEC on September
25, 2009).
|
|
|
|
(a)(4)
|
|
Form of
Proxy Card (incorporated herein by reference to the Schedule 14A filed with
the SEC on September 25, 2009).
|
|
|
|
*
(b)(1)
|
|
Commitment
Letter dated June 12, 2009 from Keltic Financial Services LLC.
|
|
|
|
(c)(1)
|
|
Fairness
Opinion of Burnham Securities Inc. (incorporated herein by reference to Annex
B to the Schedule 14A filed with the SEC on September 25, 2009).
|
|
|
|
*
(c)(2)
|
|
Presentation
of Burnham Securities Inc. to the special committee of the board of directors
of Hirsch International Corp., dated July 1, 2009.
|
|
|
|
**
(c)(3)
|
|
Liquidation
Analysis prepared by Clear Thinking Group LLC, dated February 12, 2009.
|
|
|
|
**+
(c)(4)
|
|
Liquidation
Analysis prepared by Clear Thinking Group LLC, dated May 29, 2009.
|
|
|
|
(d)(1)
|
|
Agreement
and Plan of Merger, dated as of July 2, 2009, by and among Hirsch International
Corp., HIC Acquisition Company and Hirsch Holdings, Inc. (incorporated
herein by reference to Annex A to the Schedule 14A filed with the SEC on September
25, 2009).
|
|
|
|
(f)(1)
|
|
Section 262
of the Delaware General Corporation Law (incorporated herein by reference to
Annex C of the Schedule 14A filed with the SEC on September 25, 2009).
|
|
|
|
(g)
|
|
None.
|
*
Previously
filed on July 20, 2009
**
Previously
filed on August 28, 2009
+
Certain portions of this exhibit have been
omitted pursuant to a request for confidential treatment. The omitted portions
have been separately filed with the SEC.
13
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