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~~November 3021, 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.

OnAs previously reported, on November 14, 2013, Hauppauge Digital Inc. (the “Company”) received a letter (the “November Letter”) from NASDAQ stating that the NASDAQ Hearings Panel (the “Panel”) has determined to delist the shares of the Company from The NASDAQ Capital Markets, effective at the open of business on Monday, November 18, 2013, and that the Company may request that the NASDAQ Listing and Hearing Review Council review the Panel’s decision by written request for review, with such request to be received within 15 days from the date of the November Letter. The Company has determined not to request a review of the Panel’s decision.

~~Pursuant~~The ~~to earlier Panel decisions in this matter, which the~~ Company ~~has previously reported, the Company~~’s common ~~listing~~stock ~~was~~is ~~continued~~now ~~subject~~trading ~~to several~~on ~~conditions~~the ~~including,~~OTCQB ~~among~~Market ~~others,~~under the ~~following~~same ~~which~~name ~~were~~and ~~noted~~trading insymbol ~~the November Letter:~~“HAUP”.

·Item ~~The Company was to inform the Panel that it had closed a proposed financing (a “Financing”) and that the resulting proceeds brought stockholders’ equity to above $2.~~5.07 ~~million~~Submission byof ~~September~~Matters ~~30, 2013, which was extended~~ to ~~November~~a 4,Vote ~~2013,~~of ~~which~~Security ~~the Company subsequently proposed be extended to November 11, 2013~~Holders.

· The Company’s Annual ~~was~~Meeting toof ~~have~~stockholders ~~provided~~was toheld ~~NASDAQ~~on byNovember ~~September 30~~15, 2013. ~~updated~~There ~~financial~~were ~~projections~~six ~~demonstrating~~items ~~that~~were insubmitted ~~each~~to a vote of the ~~quarterly~~stockholders as ~~reports~~described ~~that~~in detail in the Company’s ~~will~~Proxy ~~file~~Statement ~~between~~dated ~~September~~October 3015, 2013. ~~and~~The ~~September~~following ~~30,~~briefly ~~2014,~~describes itthe ~~would~~items submitted ~~evidence~~to ~~stockholders’~~a ~~equity~~vote ~~above~~at ~~$2.5~~the ~~million~~Annual Meeting and the results of the stockholders' vote.

·(1) The ~~Company~~stockholders ~~was~~elected ~~also~~four todirectors ~~have filed by September 30, 2013 its proxy for an annual meeting,~~ to ~~include~~the aBoard ~~proposal~~of ~~for~~Directors aof ~~reverse~~the ~~stock~~Company. ~~split~~The invote aregarding ~~ratio~~this ~~sufficient~~item ~~for~~was ~~the~~as ~~stock to trade above $1.00.~~follows:

The Company filed its definitive proxy statement for its annual meeting on October 15, 2013. The Company did not close a Financing by the date it had proposed.

Director Nominee	Votes For	Votes Withheld
Kenneth Plotkin	4,841,499	201,263
Bernard Herman	4,849,723	193,039
Seymour G. Siegel	4,855,523	187,239
Adam M. Zeitsiff	4,845,933	196,829

~~NASDAQ~~There ~~advised~~were ~~the Company that based on the Company missing the targeted deadlines and information provided by the Company~~3, ~~NASDAQ concluded that the Company~~363,503 ~~would~~broker ~~not~~non-votes ~~be able to sustain compliance~~ with ~~the~~respect ~~NASDAQ Capital Market equity listing maintenance requirement over the coming year even if it closed a Financing, and that the Company had not demonstrated its suitability for continued listing~~ to the ~~Panel.~~election ~~For these~~of ~~reasons the Panel determined to delist the Company’s shares~~directors.

(2) The ~~Company~~stockholders ~~may~~approved ~~request that the NASDAQ Listing~~ and ~~Hearing~~authorized ~~Review Council review~~ the ~~Panel’s~~Board ~~decision~~of byDirectors ~~written request for review, with such request~~ to beeffect ~~received~~a ~~within~~reverse 15stock ~~days~~split. ~~from~~The ~~the~~vote ~~date~~regarding ofthis ~~the~~item ~~November~~was: ~~Letter.~~7,306,139 Avotes ~~request~~ for, a1,090,485 ~~hearing~~votes ~~would~~against, ~~not~~and ~~stay the delisting. At this time~~9,639 ~~the~~votes ~~Company has not made a determination as to whether it is going to request a review of the Panel’s decision~~abstaining.

~~This~~There ~~Current~~were ~~Report on~~no ~~Form~~broker 8non-Kvotes ~~contains~~with ~~forward-looking~~respect 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~~approval 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 beauthorize ~~covered by~~ the ~~safe-harbor~~Board 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~~Directors ~~performance or events and are subject~~ to ~~a number~~effect 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~~reverse instock 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 Usplit.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 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~~(3) The proposal to amend the Company’s Certificate of Incorporation to authorize a class of preferred stock was not authorized and approved by the stockholders. The vote regarding this item was: 3,323,463 votes for, 1,703,943 votes against, and 15,355 votes abstaining. However this proposal required the authorization and approval of a majority of all of the issued and outstanding shares of the Company entitled to vote on this proposal. The Company had 10,122,344 shares of common stock issued and outstanding and entitled to vote on this proposal on September 24, 2013, the record date of the meeting and less than a majority of the shares voted on favor of the proposal.

~~Pursuant~~There towere ~~the~~3,363,504 ~~requirements~~broker ofnon-votes ~~the~~with ~~Securities Exchange~~respect ~~Act~~to ~~of 1934,~~ the ~~registrant~~approval ~~has~~to ~~duly~~authorize ~~caused~~the ~~this~~Company ~~report~~ to beamend ~~signed~~its onCertificate ~~its~~of ~~behalf~~Incorporation byto ~~the~~authorize ~~undersigned~~a ~~hereunto~~class ~~duly~~of ~~authorized~~preferred stock.

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

(4)

The stockholders approved, on an advisory (non-binding) basis, the following resolution regarding the compensation of the Company’s named executive officers:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the section of this proxy statement entitled “Compensation Discussion and Analysis” as well as, the compensation tables and narrative discussion, is hereby APPROVED.”

The vote regarding this item was: 4,708,306 votes for, 302,391 votes against, and 31,865 votes abstaining.

There were 3,363,503 broker non-votes with respect to the approval, on an advisory (non-binding) basis, the resolution regarding the compensation of the Company’s named executive officers.

(5)

The stockholders approved, on an advisory (non-binding) basis, the frequency at which the Company should include an advisory vote regarding the compensation of its named executive officers in its future proxy statements for stockholder consideration at every year. The vote regarding this item was 4,774,412 votes for every year, 43,811 for every two years, 63,347 votes for every three years, and 160,992 votes abstaining.

There were 3,363,503 broker non-votes with respect to the approval, on an advisory (non-binding) basis, the frequency at which the Company should include an advisory vote regarding the compensation of its named executive officers in its future proxy statements for stockholder consideration.

(6)

The stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2013. The vote regarding this item was 7,970,042 votes for, 393,108 votes against, and 43,115 votes abstaining.

There were no broker non-votes with respect to the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm.

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: November 21, 2013	By: S/B Gerald Tucciarone
	Gerald Tucciarone
	Chief Financial Officer

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