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HRSH > SEC Filings for HRSH > Form 8-K/A on 20-Oct-2008All Recent SEC Filings

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Form 8-K/A for HIRSCH INTERNATIONAL CORP


20-Oct-2008

Entry into a Material Definitive Agreement, Financial Statements and


Item 1.01. Entry into a Material Definitive Agreement.

As previously reported under Item 1.01 of the Current Report on Form 8-K filed by Hirsch International Corp. (the "Company") on August 6, 2008, the Company acquired 80% of the outstanding equity interest in U.S. Graphic Arts, Inc. ("U.S. Graphics") pursuant to a Share Purchase and Sale Agreement, dated as of August 4, 2008 (the "Purchase Agreement"), among the Company, U.S. Graphics, Scott O. Fresener, Patricia Fresener, Scott M. Fresener, Mishelle Fresener (collectively, the "Sellers") and Fresener Holdings, LLC. In connection with and as a condition to this acquisition, Graphic Arts Acquisition Corporation, a wholly-owned subsidiary of the Company, purchased certain outstanding indebtedness of U.S. Graphics and agreed, under certain circumstances, to make further advances to US Graphics.

This Current Report on Form 8-K/A provides the historical financial statements of U.S. Graphics under Item 9.01(a) and the pro forma financial information under Item 9.01(b), which financial statements and information were not included in the Current Report on Form 8-K filed on August 6, 2008.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements.

i. Audited financial statements for U.S Graphics Inc. as of and for the year ended December 31, 2007 is filed as Exhibit 99.1 herewith.

ii. Unaudited financial statements for U.S. Graphics for the six months ended June 30, 2008 and the six months ended June 30, 2007 is filed as Exhibit 99.2.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information, giving pro forma effect to the acquisition described in Item 1.01, is filed as Exhibit 99.3.

(d) Exhibits

                  Exhibit Number     Description

               23.1                  Consent of BDO Seidman, LLP

               99.1                  Financial statements of U.S. Graphic Arts,
                                     Inc. as of and for the year ended December
                                     31, 2007.

               99.2                  Unaudited financial statements of U.S.
                                     Graphic Arts, Inc. as of June 30, 2008 and
                                     for the six months ended June 30, 2008 and
                                     2007.

               99.3                  Unaudited pro forma consolidated condensed
                                     balance sheet as of June 30, 2008 and
                                     consolidated condensed statements of
                                     operations of Hirsch International Corp. and
                                     subsidiaries and U.S. Graphic Arts, Inc. for
                                     the six months ended June 30, 2008 and the
                                     year ended December 31, 2007.

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