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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): April 14, 2005
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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)
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))
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ITEM 8.01 OTHER EVENTS
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On April 14, 2005, Andrea Electronics Corporation (the "Company") and
Christopher P. Sauvigne, former director and former President and Chief
Executive Officer of the Company, entered into a settlement agreement and
release ("Settlement Agreement") settling the outstanding litigation between the
parties.
As previously disclosed by the Company in its public filings with the
Securities and Exchange Commission, on August 6, 2003, Mr. Sauvigne filed a
lawsuit against the Company alleging that Mr. Sauvigne and the Company were
parties to an employment contract and that the Company breached the contract in
connection with the termination of Mr. Sauvigne as President and Chief Executive
Officer on August 1, 2003. The action sought (i) a sum of not less than
$131,250, plus interest, (ii) a mandate that the Company grant options for
400,000 shares of common stock to Mr. Sauvigne and (iii) reasonable counsel fees
and costs.
The Company filed a counterclaim against Mr. Sauvigne alleging that (i)
Mr. Sauvigne misused his corporate credit card and (ii) breached his fiduciary
duty to Andrea by omitting material facts concerning his involvement with the
group of private investors that purchased the Andrea Aircraft Communications
Products division and/or failing to disclose to Andrea that the private investor
group included various members of Mr. Sauvigne's family. The counterclaim sought
(i) reimbursement of any compensation paid to Mr. Sauvigne for any personal
and/or undocumented expenses incurred by him (ii) forfeiture and repayment to
Andrea of all salary, bonuses, and benefits that Mr. Sauvigne received from
Andrea after the breach of his fiduciary duty in an amount to be determined at
trial and (iii) attorneys' fees and costs.
A trial date of July 11, 2005 had been scheduled.
Pursuant to the Settlement Agreement, Mr. Sauvigne agreed to release
and discharge the Company with respect to all of his claims asserted in the
litigation. In addition, the Company agreed to release and discharge Mr.
Sauvigne with respect to all of its counterclaims asserted in the litigation and
to pay Mr. Sauvigne an amount of $73,000.
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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: April 20, 2005 By: /s/ Corisa L. Guiffre
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Corisa L. Guiffre
Vice President and Chief Financial Officer
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