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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 6, 2003
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ANDREA ELECTRONICS CORPORATION
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(Exact name of registrant as specified in its charter)
New York 1-4324 11-0482020
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
45 Melville Park Road, Melville, New York 11747
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(Address of principal executive offices)
(631) 719-1800
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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ITEMS 1, 2, 3, 4, 6, 8 AND 9. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
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On January 6, 2003, Andrea Electronics Corporation (the "Company")
executed an Agreement with HTFP Investment LLP ("HFTP"), the holder of all of
the Company's Series B and Series C Convertible Preferred Stock ("C Preferred
Stock"), whereby the Company and HTFP agreed to certain modifications in regards
to the calculation of the C Preferred Stock Conversion Price and the C Preferred
Stock Maturity Alternate Price, under the Certificate of Amendment of the
Certificate of Incorporation for the Company's C Preferred Stock as described in
the Agreement attached as Exhibit 99.1 hereto and incorporated herein by
reference.
In addition, as set forth in the Agreement, the Company agreed to hold a
special meeting of stockholders no later than January 31, 2003 for the purposes
of reducing the par value of the Company's common stock to no more than $0.01
per share and to increase the number of the shares of common stock authorized
pursuant to the Company's Certificate of Incorporation to no less than
200,000,000 shares of common stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
Number Description
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99.1 Agreement, dated January 6, 2003
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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.
ANDREA ELECTRONICS CORPORATION
Dated: January 7, 2003 By: /s/ Richard A. Maue
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Richard A. Maue
Executive Vice President, Chief Financial
Officer and Corporate Secretary
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