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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 7, 1996
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 August 7, 1996, Andrea Electronics Corporation (the "Company") issued
and sold in an offshore transaction $1,687,500 aggregate principal amount of
its 10% Convertible Subordinated Debentures due February 9, 1998 (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 $12.075 per share and a minimum conversion price
of $5.75 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 August 8, 1996 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
Number Description
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99 Press release dated August 8, 1996
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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: August 14, 1996 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, AUGUST 8, 1996 - Andrea Electronics Corporation (AMEX:
AND) announced today that it has issued and sold in an offshore transaction
$1,687,500 aggregate principal amount of its 10% Convertible Subordinated
Debentures due February 9, 1998. 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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