SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
________
FORM 10-K/A
(Mark One)
Annual report under Section 13 or 15(d) of the Securities
X Exchange Act of 1934 [Fee required]
For the fiscal year ended December 31, 1994
Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No fee required]
For the transition period from to
Commission file number 1-4324
ANDREA ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
New York 11-0482020
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
11-40 45th Road, Long Island City, New York 11101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-800-442-7787
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
Common Stock, Par Value $.50 American Stock Exchange
Securities registered under Section 12(g) of the Exchange Act: None
Indicate by checkmark whether the registrant: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by checkmark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-K contained in this form, and
no disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part II of this Form 10-K or any amendment to this Form 10-K.
As of March 27, 1995, the aggregate market value of the voting stock held
by non-affiliates of the registrant was approximately $36,272,700 (based
on the closing sale price on the American Stock Exchange).
The number of shares outstanding of each of the registrant's classes of
common equity as of March 27, 1995 was 3,016,360.
EXHIBIT INDEX -- Page 4
Page 1 of 4 Pages
EXPLANATORY NOTE
This Amendment to the Registrant's Annual Report on Form 10-K is filed for
the purpose of amending Item 14, Exhibits, Financial Statement Schedules,
and Reports on Form 8-K, to include as an exhibit, Exhibit 23, Independent
Auditors' Consent.
Page 2 of 4 Pages
SIGNATURE
In accordance with the requirements of Section 13 and 15(d) of the
Exchange Act, the Registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: July 11, 1995
ANDREA ELECTRONICS CORPORATION
/s/ Frank A. D. Andrea, Jr.
By: Frank A. D. Andrea, Jr.
Chairman of the Board and
Chief Executive Officer
Page 3 of 4 Pages
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
23 Independent Auditors' Consent
Page 4 of 4 Pages
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
of Andrea Electronics Corporation
11-40 45th Road
Long Island City, New York
We consent to the incorporation by reference in Registration Statement No. 33-
84092 on Form S-8 of Andrea Electronics Corporation of our report dated
February 2, 1995, appearing in the Annual Report on Form 10-K of Andrea
Electronics Corporation for the year ended December 31, 1994.
/s/ RAICH ENDE MALTER LERNER & CO.
RAICH ENDE MALTER LERNER & CO.
Certified Public Accountants
East Meadow, New York
July 7, 1995
