Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 5, 2009, Robert S. Nadel, a member of the Board of Directors (the "Board") of Hauppauge Digital, Inc. (the "Company"), resigned as a member of the Board of the Company, effective on the earlier of June 30, 2009 or the date preceding the date of the next annual meeting of the stockholders of the Company. It is anticipated that Mr. Nadel will act as a consultant to the Company for a period of two years, commencing the effective date of his resignation.

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