On June 12, 2009, the special committee (the "Special Committee") of the board of directors of Hirsch International Corp. (the "Company") received a letter from Paul Gallagher, President, Chief Executive Officer and Chief Operating Officer of the Company, proposing to acquire, through a new corporation to be formed by Mr. Gallagher ("Newco") and a subsidiary thereof ("Acquisition Co"), all of the Company's outstanding shares of Class A and Class B common stock for $0.28 per share in cash, other than any shares owned by Newco. Mr. Gallagher's letter provides that his offer is contingent upon the satisfaction of customary conditions, including Newco and Acquisition Co. obtaining sufficient financing to complete the transaction and operate the Company after the closing of such transaction. Mr. Gallagher's letter indicates that he has entered into a commitment letter with a financial institution which he anticipates will provide sufficient funds for these purposes.

The Special Committee, which is comprised of three independent directors, was established on February 12, 2009 by the board of directors of the Company and at such time was given full authority to consider the Company's strategic alternatives. The Special Committee has previously retained Thompson Hine LLP as its legal counsel and Burnham Securities as its financial advisor and will review this proposal and any alternative proposals that it may receive with such advisors.

A copy of Mr. Gallagher's letter is attached hereto as Exhibit 99.1 to this Form 8-K. A copy of the Company's press release announcing Mr. Gallagher's proposal is attached hereto as Exhibit 99.2.

(d) Exhibits.

99.1   Letter from Paul Gallagher to the Special
       Committee of the Board of Directors of the
       Company, dated June 12, 2009.

99.2 Press Release of the Company, dated June 12, 2009.