UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported)	July 920, 2009 (July 214, 2009)
HIRSCH INTERNATIONAL CORP.
(Exact Name of Registrant as Specified in Charter)

Delaware	000-23434	11-2230715
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

50 Engineers Road, Hauppauge, New York	11788
(Address of Principal Executive Offices)	(Zip Code)

(631) 436-7100
(Registrant’s Telephone Number, Including Area Code)


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers’ Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

Hirsch International Corp. (the “Company”) ~~and~~is ~~Paul~~aware ~~Gallagher~~of a stockholder lawsuit, ~~the~~dated ~~Company’s~~July ~~President~~14, ~~Chief~~2009, ~~Executive~~purportedly ~~Officer~~filed ~~and~~in ~~Chief~~connection ~~Operating~~with ~~Officer,~~the ~~entered~~proposed ~~into~~merger aof ~~Second~~the ~~Amended~~Company with and ~~Restated~~into ~~Employment~~HIC ~~Agreement~~Acquisition ~~(the~~Company (“~~Employment~~Merger ~~Agreement~~Sub”), ~~effective~~with the Company as ofthe ~~July~~surviving 2,corporation ~~2009. The~~in ~~Employment~~the ~~Agreement~~merger ~~was~~and ~~entered~~a ~~into~~wholly-owned bysubsidiary ~~the~~of ~~Company~~Hirsch ~~and~~Holdings, MrInc. ~~Gallagher~~(“Parent”) inafter ~~connection~~the ~~with~~consummation ~~the~~of ~~entry~~such ~~into~~transaction. The proposed merger is pursuant to the Agreement and Plan of Merger (“Merger Agreement”), dated as of July 2, 2009, ~~between~~among the Company, ~~Hirsch~~Parent ~~Holdings,~~and ~~Inc~~Merger Sub., Parent ais ~~Delaware~~wholly-owned ~~corporation~~by ~~(“Parent”)~~Paul Gallagher, the Company’s President, Chief Executive Officer and ~~HIC~~Chief ~~Acquisition~~Operating ~~Company~~Officer. The lawsuit, awhich ~~Delaware~~names ~~corporation~~the Company and aits ~~wholly-owned~~directors, ~~subsidiary~~Parent ofand ~~Parent~~Merger Sub, ~~pursuant~~as todefendants, ~~which~~was filed by Anthony Chiarenza, ~~subject~~an toindividual ~~the~~who ~~terms~~claims ~~and~~to ~~conditions~~be ~~contained~~a instockholder ~~such~~of ~~agreement~~the Company, in the Supreme ~~Company~~Court ~~will~~of bethe ~~merged~~State ~~with~~of ~~and~~New ~~into~~York, ~~Merger~~County ~~Sub~~of Suffolk (~~the~~Index ~~“Merger”~~No. 09-26487),. The ~~with~~complaint contends that the ~~Company~~proposed asprice ~~the~~of ~~surviving~~$0.31 ~~corporation~~per ~~and~~share, ato ~~wholly-owned~~be ~~subsidiary~~paid to holders of ~~Parent. All~~shares of the ~~equity~~Company’s ofcommon ~~Parent~~ stock if the merger is ~~owned~~consummated, byis ~~Mr.~~an ~~Gallagher. A~~unfair ~~description~~price in light of the ~~material~~value of the Company. The complaint further alleges terms of the Merger Agreement are unfair because (a) the Company is required to notify Parent and ~~Plan~~Merger ofSub before a recommendation to accept a superior proposal, (b) the Merger Agreement defines a superior proposal solely as one that is ~~contained~~more infavorable “from a ~~Form~~financial ~~8-K~~point ~~filed~~of byview” and (c) the ~~Company~~Merger onAgreement ~~July~~includes 2a $300,000 ~~2009~~termination fee. The complaint asserts claims of breach of fiduciary duty against the individual defendants, and ~~the~~claims ~~Agreement~~of aiding and ~~Plan~~abetting breach of fiduciary duty against the Company, Parent and Merger ~~was~~Sub. ~~filed~~It seeks as relief, among other things, an ~~exhibit~~order toenjoining ~~such~~the ~~Form~~proposed ~~8-K~~transaction as well as damages and fees and expenses, including the plaintiff's attorney's fees.

The ~~Employment Agreement modifies Mr. Gallagher’s former employment agreement to, among other things, extend the term of Mr. Gallagher’s employment by the~~ Company ~~for~~believes anthese ~~additional~~allegations ~~year,~~are towithout ~~September 11, 2010, and state that Mr~~merit. Gallagher shall not be entitled to receive severance payments and benefits from the Company under his Employment Agreement, or the acceleration of any of his stock options, in connection with any termination of employment, resignation or non-renewal of the agreement which occurs after the completion of the Merger, or any other transaction pursuant to which (a) the shares of the Company’s Class A common stock become eligible for deregistration under the Securities Exchange Act of 1934, as amended, and (b) Mr. Gallagher becomes the beneficial owner, directly or indirectly, of 25% or more of the Company’s voting stock.

A copy of the Employment Agreement is attached hereto as Exhibit 10.1.

Important Additional Information Regarding the Merger will be filed with the SEC:

In connection with the proposed merger, the Company will file a definitive proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the definitive proxy statement (when available) and other documents filed by the Company at the Securities and Exchange Commission’s ~~Web~~web site at http://www.sec.gov.

The definitive proxy statement and such other documents may also be obtained for free from the Company by directing such request to Hirsch International Corp., 50 Engineers Road, Suite 100, Hauppauge, New York, 11788, Attention: Corporate Secretary; Telephone (631) 436-7100, or by contacting the Company’s proxy solicitor, Georgeson Inc. at 1-888-264-6999. Banks and brokers should contact Georgeson Inc. at (212) 440-9800.

The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of the Company’s

in connection with the proposed Merger. Information concerning the interests of the Company’s participants in the solicitation of proxies will be set forth in the proxy statement relating to the proposed Merger when it becomes available.2

participants in the solicitation of proxies will be set forth in the definitive proxy statement relating to the proposed merger when it becomes available.

SAFE HARBOR STATEMENT

This Current Report contains forward-looking statements which are made pursuant to the safe harbor provisions set within the meaning of the Private Securities Litigation Reform Act of 1995. Except for historical information contained herein, the matters set forth in this Current Report are forward-looking statements. Readers should note that forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including, without limitation, the outcome of the above-mentioned legal proceeding or any other legal proceedings that may be instituted against the Company and others relating to the Merger Agreement and the proposed merger and related transactions, the inability to complete the ~~Merger~~merger due to the failure to obtain stockholder approval for the ~~Merger~~merger or the failure to satisfy other conditions to the ~~Merger~~merger, including the failure to obtain the necessary financing set forth in the debt commitment letter delivered to the Company pursuant to the Merger Agreement, the failure to receive consent to the ~~Merger~~merger from a significant supplier, and the other risks and uncertainties discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, which may be updated by our subsequent periodic reports, which discussion is incorporated herein by reference. Readers are also urged to read the periodic filings and current reports on Form 8-K of the Company.

~~Item 9.01. Financial Statements and Exhibits.~~3

(d) Exhibits

10.1 Second Amended and Restated Employment Agreement, dated as of July 2, 2009, between the Company and Paul Gallagher.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HIRSCH INTERNATIONAL CORP.
	By:	/s/ Paul Gallagher
		Name:	Paul Gallagher
		Title:	President, Chief Executive Officer and Chief Operating Officer
Dated: July 9, 2009
Dated: July 20, 2009

~~EXHIBIT INDEX~~4

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
10.1	Second Amended and Restated Employment Agreement, dated as of July 2, 2009, between Hirsch International Corp. and Paul Gallagher

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