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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hirsch International (MM) | NASDAQ:HRSH | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.3026 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 2)
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 |
|
Bryan Cave LLP 1290 Avenue of the Americas New York, New York 10104 Attention: Michael Rosen, Esq. David E. Fisher, Esq. (212) 541-2000
|
|
Thompson Hine LLP 335 Madison Avenue, 12th Floor New York, New York 10017 Attn: Richard S. Heller, Esq. (212) 344-5680 |
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: x
Check the following box if the filing is a final amendment reporting the results of the transaction: ¨
CALCULATION OF FILING FEE
Transaction Valuation* |
|
Amount of Filing Fee** |
$2,723,407 |
|
$151.97 |
* 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: |
$151.97 |
|
|
Form or Registration No.: |
Schedule 14A |
|
|
Filing Party: |
Hirsch International Corp. |
|
|
Date Filed: |
July 20, 2009 |
INTRODUCTION
This Amendment No.2 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 revised preliminary 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. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. 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
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
Hirsch International Corp.
50 Engineers Road
Suite 100
Hauppauge, New York 11788
(631) 701-2169
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
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
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
SUMMARY TERM SHEETThe Parties to the Merger
THE PARTIES TO THE MERGER
SPECIAL FACTORSInterests of Certain Persons in the Merger
OTHER IMPORTANT INFORMATION REGARDING HIRSCHDirectors and Executive Officers of Hirsch
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
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
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
SPECIAL FACTORSProvisions for Unaffiliated Stockholders
3
SUMMARY TERM SHEETInterests of Certain Persons in the Merger
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSInterests of Certain Persons in the Merger
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
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
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
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
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
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
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
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
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.
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.
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
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.
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
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
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.
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.
SUMMARY TERM SHEETFinancing of the Merger
SPECIAL FACTORSFinancing of the Merger
THE MERGER AGREEMENT
8
ANNEX AAGREEMENT AND PLAN OF MERGER
SUMMARY TERM SHEETFinancing of the Merger
SPECIAL FACTORSFinancing of the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
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
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
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
OTHER IMPORTANT INFORMATION REGARDING HIRSCHOwnership of Common Stock by Certain Beneficial Owners and Directors and Executive Officers
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
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
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
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
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
(a)(1) |
|
Proxy Statement of Hirsch International Corp. (incorporated herein by reference to the Schedule 14A filed with the SEC on September 17, 2009). |
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|
|
(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 17, 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 17, 2009). |
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|
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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 17, 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 17, 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. |
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|
** (c)(3) |
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Liquidation Analysis prepared by Clear Thinking Group LLC, dated February 12, 2009. |
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**+ (c)(4) |
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Liquidation Analysis prepared by Clear Thinking Group LLC, dated May 29, 2009. |
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|
|
(d)(1) |
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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 17, 2009). |
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|
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(f)(1) |
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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 17, 2009). |
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|
|
(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 17, 2009 |
HIRSCH INTERNATIONAL CORP. |
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/s/ Dan Vasquez |
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Dan Vasquez |
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Secretary |
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Dated: September 17, 2009 |
HIC ACQUISITION COMPANY |
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/s/ Paul Gallagher |
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Paul Gallagher |
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President |
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Dated: September 17, 2009 |
HIRSCH HOLDINGS, INC. |
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/s/ Paul Gallagher |
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Paul Gallagher |
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President |
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Dated: September 17, 2009 |
/s/ Paul Gallagher |
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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 17, 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 17, 2009). |
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|
|
(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 17, 2009). |
|
|
|
(a)(4) |
|
Form of Proxy Card (incorporated herein by reference to the Schedule 14A filed with the SEC on September 17, 2009). |
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|
|
* (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 17, 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. |
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|
|
** (c)(3) |
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Liquidation Analysis prepared by Clear Thinking Group LLC, dated February 12, 2009. |
|
|
|
**+ (c)(4) |
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Liquidation Analysis prepared by Clear Thinking Group LLC, dated May 29, 2009. |
|
|
|
(d)(1) |
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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 17, 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 17, 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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