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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): December 22, 1995
ANDREA ELECTRONICS CORPORATION
(Exact Name of Registrant as Specified in Charter)
New York 1-4324 11-0482020
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
11-40 45th Road, Long Island City, New York 11101
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (718) 729-8500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On December 22, 1995, Andrea Electronics Corporation (the "Company")
issued and sold in an offshore transaction $2,198,000 aggregate principal
amount of its 15% Convertible Subordinated Debentures due June 23, 1997 (the
"Debentures"). The Debentures will be convertible into shares of the
Company's common stock, par value $.50 per share, at a price equal to the
closing bid price for such stock at the time of conversion, subject to a
maximum conversion price of $12.375 per share and a minimum conversion price
of $5.625 per share. The Company will use the net proceeds of the offering
to fund working capital requirements. Attached as an exhibit hereto is the
press release dated December 28, 1995 of the Company, which is being filed
under cover of this Current Report on Form 8-K pursuant to Rule 135c(d) under
the Securities Act of 1933, as amended.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
Exhibit Page Number
Number Description of this Report
------ ----------- --------------
99 Press release dated December 28, 1995 4
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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.
Dated: December 28, 1995 ANDREA ELECTRONICS CORPORATION
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(Registrant)
/s/ Patrick D. Pilch
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Patrick D. Pilch
Executive Vice President, Chief
Financial Officer
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EXHIBIT 99
ANDREA ELECTRONICS CORPORATION ANNOUNCES
SALE OF CONVERTIBLE SUBORDINATED DEBENTURES
LONG ISLAND CITY, NY, DECEMBER 28, 1995 - Andrea Electronics Corporation
(AMEX: AND) announced today that it has issued and sold in an offshore
transaction $2,198,000 aggregate principal amount of its 15% Convertible
Subordinated Debentures due June 23, 1997. The Debentures will be
convertible into shares of the Company's common stock at a price equal to the
closing bid price for such stock at the time of conversion, subject to a
maximum conversion price and a minimum conversion price. Andrea Electronics
will use the net proceeds of the offering to fund working capital requirements.
Neither the Debentures nor the Common Stock issuable upon the conversion of
the Debentures have been registered under the United States Securities Act of
1933 and may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of said Securities Act.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy the Debentures or the Common Stock issuable upon
conversion of the Debentures. This press release is being issued pursuant to
and in accordance with Rule 135c under the Securities Act.
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