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: September 30, 2013

(Date of earliest event reported)

HAUPPAUGE DIGITAL INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-13550	11-3227864
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

91 Cabot Court, Hauppauge, New York 11788

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (631) 434-1600

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:

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

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

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

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

Item 3.01, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~As previously~~On ~~disclosed~~November ~~in a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 20~~14, 2013, ~~a hearing~~ ~~on Hauppauge Digital, Inc.’s appeal from The NASDAQ Stock Market’s decision to delist~~ the Company’s ~~common~~received ~~stock for~~a ~~the~~letter ~~Company’s failure to comply with The NASDAQ Capital Market’s $1 minimum bid price rule and $2,500,000 minimum stockholder’s equity rule or~~ (the ~~alternative~~“November ~~$35~~Letter”) ~~million listed securities market value or $500,000 net income~~ from ~~continuing operations~~NASDAQ ~~rules~~stating ~~was~~that ~~scheduled for September 11, 2013. On September 16, 2013,~~ the NASDAQ Hearings Panel (the “Panel”) ~~rendered~~has adetermined ~~decision~~to ondelist the ~~Company’s~~shares ~~appeal,~~of ~~delisting~~ the Company’s ~~shares~~ from The NASDAQ Capital ~~Market (“NASDAQ”) and directing that trading of the Company’s shares was to be suspended~~Markets, effective at the open of business on ~~September 18~~Monday, 2013. That same day, the Company requested that the Panel reconsider its decision based on new information that the Company believed changed, materially, the facts upon which the Panel’s decision was based, including, among other things, implementation of a reverse stock split (described in its preliminary proxy statement which was filed on September 30, 2013 (the “Proxy Statement”)) upon receiving stockholder approval on or about November 1518, 2013~~, and the Company’s proposal to pursue and close a financing~~. The Company is currently exploring, the possibility of a “PIPE” or other financing which could include the issuance of the Company’s common stock and/or other equity or debt securities convertible or exercisable into the Company’s common stock. However, no assurances can be made that we will be able to obtain such financing on terms favorable to us, if at all.

ByPursuant ~~letters~~to ~~dated~~earlier ~~September~~Panel ~~19,~~decisions ~~2013~~in ~~and~~this ~~September 27~~matter, ~~2013,~~which ~~NASDAQ advised~~ the Company ~~that~~has previously reported, the ~~Panel~~Company’s ~~decision~~listing ~~has~~was ~~been~~continued ~~stayed~~subject to ~~allow~~several ~~the~~conditions ~~Company~~including, toamong ~~continue~~others, ~~with~~the ~~its~~following ~~efforts~~which towere ~~regain~~noted ~~compliance~~in ~~with~~ the ~~NASDAQ~~November ~~rules on the following conditions~~Letter:

· onThe orCompany ~~before~~was ~~September~~to ~~30,~~inform ~~2013,~~ the ~~Company~~Panel ~~shall~~that ~~file~~it ~~its~~had ~~proxy~~closed ~~for~~a ~~its~~proposed ~~annual~~financing ~~meeting,~~(a ~~which~~“Financing”) ~~shall~~and ~~contain~~that athe ~~proposal~~resulting ~~for~~proceeds abrought ~~reverse~~stockholders’ ~~stock~~equity ~~split~~to inabove a$2.5 ~~ratio~~million ~~sufficient~~by ~~for~~September 30, 2013, which was extended to November 4, 2013, which the ~~stock~~Company subsequently proposed be extended to ~~trade~~November ~~above~~11, $12013.~~00;~~

· onThe orCompany ~~before~~was ~~November~~to 4have provided to NASDAQ by September 30, 2013, ~~the~~updated ~~Company~~financial ~~shall~~projections ~~inform~~demonstrating that in each of the ~~Panel~~quarterly reports that the Company ~~has~~will ~~closed~~file abetween ~~financing~~September 30, 2013 and ~~that~~September ~~the~~30, ~~resulting~~2014, ~~proceeds~~it ~~have~~would ~~brought~~evidence stockholders’ equity to above $2.5 million;.

· onThe ~~or before November 4, 2013, the~~ Company ~~shall~~was ~~provide~~also ~~the~~to ~~Panel~~have ~~updated~~filed ~~financial~~by ~~projections~~September ~~demonstrating~~30, ~~that~~2013 inits ~~each~~proxy offor ~~the~~an ~~quarterly~~annual ~~reports~~meeting, ~~the~~to ~~Company~~include ~~will~~a ~~file~~proposal ~~between~~for ~~October~~a ~~31,~~reverse ~~2013~~stock ~~and~~split ~~October~~in ~~31,~~a ~~2014,~~ratio ~~and~~sufficient for the ~~Company~~stock ~~will~~to ~~evidence~~trade ~~stockholders’ equity~~ above $21.~~5 million, detailing all assumptions underlying the projections;~~00.

·The onCompany orfiled ~~before~~its definitive ~~November~~proxy ~~16,~~statement ~~2013,~~for ~~the~~its ~~Company~~annual ~~shall~~meeting ~~inform~~on ~~the~~October ~~Panel~~15, ~~that~~2013. ~~the~~The Company ~~has~~did ~~obtained~~not ~~approval~~close ~~from~~a ~~its~~Financing ~~shareholders~~by tothe ~~implement~~date ait ~~reverse stock split;~~had proposed.

·NASDAQ advised the Company that based on orthe ~~before~~Company ~~December~~missing 5,the ~~2013~~targeted deadlines and information provided by the Company, NASDAQ concluded that the Company’s would ~~stock~~not ~~shall~~be ~~have~~able ~~evidenced~~to asustain ~~bid~~compliance ~~price~~with the NASDAQ Capital Market equity listing maintenance requirement over ~~$1.00~~the ~~for~~coming year even if it closed a ~~minimum~~Financing, ofand ~~ten~~that ~~(10)~~the ~~consecutive~~Company ~~trading~~had ~~days;~~not ~~and~~demonstrated its suitability for continued listing to the Panel. For these reasons the Panel determined to delist the Company’s shares.

·The onCompany ormay ~~before~~request that ~~December~~the ~~30,~~NASDAQ ~~2013,~~Listing ~~the~~and ~~Company~~Hearing ~~shall~~Review ~~file~~Council ~~its~~review ~~annual~~the ~~report~~Panel’s ondecision ~~Form~~by ~~10-K~~written request for review, with such request to be received within 15 days from the ~~fiscal~~date ~~year~~of ~~ending~~the ~~September~~November ~~30,~~Letter. ~~2013,~~A ~~which~~request ~~shall~~for ~~evidence~~a ~~stockholders’~~hearing ~~equity~~would ~~above~~not $2stay the delisting.5 ~~million~~At this time, the Company has not made a determination as to whether it is going to request a review of the Panel’s decision.

OnThis ~~September~~Current 30Report on Form 8-K contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Current Report on Form 8-K may not occur. Generally these statements relate to business plans or strategies, ~~2013~~projected or anticipated benefits or other consequences of the Company’s plans or strategies, financing plans, projected or anticipated benefits from acquisitions that the Company ~~filed~~may make, or projections involving anticipated revenues, earnings or other aspects of the ~~Proxy~~Company’s ~~Statement~~operating results or financial position, ~~which~~and the outcome of any contingencies. Any statements contained aherein ~~proposal~~that are not historical facts are forward-looking statements. Any such forward-looking statements are based on current expectations, estimates and projections of management. The Company intends for these forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward-looking statements. The Company cautions that these statements are not guarantees of future performance or events and are subject to a number ~~reverse~~of ~~stock~~uncertainties, ~~split~~risks and other influences, many of which are beyond the Company’s control that may influence the accuracy of the statements and the projections upon which the statements are based. Factors that could cause actual results to differ materially from those set forth or implied by any forward-looking statement include, but are not limited to, the mix of products sold and the profit margins thereon, order cancellation or a reduction in orders from customers, competitive product offerings and pricing actions, the availability and pricing of key raw materials, continued decline in sales, continued operating losses, the Company’s ability to obtain financing on commercially reasonable terms or at all, the Company’s ability to formulate and implement a viable restructuring plan, dependence on key members of management, successful integration of acquisitions, economic conditions in the United States and abroad, fluctuation of the value of the Euro versus the U.S. dollar, the Company’s ability to make timely filings of the required periodic reports and other reports with the Securities and Exchange Commission, issues relating to the Company’s ability to maintain effective internal control over financial reporting and disclosure controls and procedures, the de-listing of the Company’s shares from NASDAQ, as ~~described~~well ~~above~~as other risks and uncertainties discussed in the Company’s reports filed with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012, the Quarterly Reports on Form 10-Q for the three, six, and nine months ended December 31, 2012, March 31, 2013, and June 30, 2013, respectively, and the risk of litigation or governmental investigations or proceedings relating to any of the foregoing matters. Copies of these filings are available at www.sec.gov. Any one or more of these uncertainties, risks and other influences could materially affect the Company’s results of operations and whether forward-looking statements made by the Company ultimately prove to be accurate. The Company’s actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise. All cautionary statements made in this Current Report on Form 8-K should be read as being applicable to all related forward-looking statements wherever they appear.

On October 1, 2013, the Company received a letter (the “October Letter”) from NASDAQ stating that the Company failed to hold its annual meeting within the time frame allowed under the NASDAQ Listing Rules 5620(a) and 5620(b), and such failure serves as an additional basis for delisting the Company’s securities from the NASDAQ Capital Markets. The October Letter also noted that the Panel will consider this matter in their decision regarding the Company’s continued listing on the NASDAQ Capital Market and that the Company should present its views with respect to this additional deficiency to the Panel in writing by no later than October 8, 2013. The Company can provide no assurance that (a) the Panel will consider any response from the Company regarding this deficiency acceptable and that NASDAQ will not delist the Company’s securities from the NASDAQ Capital Markets, and (b) the Company can maintain compliance with the other NASDAQ Capital Market Listing Rules.

This Current Report on Form 8-K contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Current Report on Form 8-K may not occur. Generally these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of the Company’s plans or strategies, financing plans, projected or anticipated benefits from acquisitions that the Company may make, or projections involving anticipated revenues, earnings or other aspects of the Company’s operating results or financial position, and the outcome of any contingencies. Any statements contained herein that are not historical facts are forward-looking statements. Any such forward-looking statements are based on current expectations, estimates and projections of management. The Company intends for these forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward-looking statements. The Company cautions that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond the Company’s control that may influence the accuracy of the statements and the projections upon which the statements are based. Factors that could cause actual results to differ materially from those set forth or implied by any forward-looking statement include, but are not limited to, the mix of products sold and the profit margins thereon, order cancellation or a reduction in orders from customers, competitive product offerings and pricing actions, the availability and pricing of key raw materials, continued decline in sales, continued operating losses, the Company’s ability to obtain financing on commercially reasonable terms or at all, the Company’s ability to formulate and implement a viable restructuring plan, dependence on key members of management, successful integration of acquisitions, economic conditions in the United States and abroad, fluctuation of the value of the Euro versus the U.S. dollar, the Company’s ability to make timely filings of the required periodic reports and other reports with the Securities and Exchange Commission, issues relating to the Company’s ability to maintain effective internal control over financial reporting and disclosure controls and procedures, the Company’s failure to maintain compliance with NASDAQ’s continued listing requirements and the Company’s potential de-listing from NASDAQ should the Company lose its appeal related to such de-listing, as well as other risks and uncertainties discussed in the Company’s reports filed with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012, the Quarterly Reports on Form 10-Q for the three, six, and nine months ended December 31, 2012, March 31, 2013, and June 30, 2013, respectively, and the risk of litigation or governmental investigations or proceedings relating to any of the foregoing matters. Copies of these filings are available at www.sec.gov. Any one or more of these uncertainties, risks and other influences could materially affect the Company’s results of operations and whether forward-looking statements made by the Company ultimately prove to be accurate. The Company’s actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise. All cautionary statements made in this Current Report on Form 8-K should be read as being applicable to all related forward-looking statements wherever they appear.

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.

	HAUPPAUGE DIGITAL INC.
Date: October 4, 2013	By:	/s/ Gerald Tucciarone
Date: November 14, 2013	By: S/B Gerald Tucciarone
	Gerald Tucciarone	~~Gerald Tucciarone~~
	Chief Financial Officer	~~Chief Financial Officer~~

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