<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 10-K/A
AMENDMENT NO.1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO 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 (I.R.S. employer identification no.)
of 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: 800-442-7787
------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par value American Stock Exchange
$.50 per share
Securities registered under Section 12(g) of the Exchange Act: None
Indicate by checkmark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 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 check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. ( )
As of March 27, 1996, the aggregate market value of the voting stock
held by non-affiliates of the registrant was approximately $29,222,901.75
(based on the closing sale price on the American Stock Exchange).
The number of shares outstanding of the registrant's common stock as of
March 27, 1996 was 3,343,650.
DOCUMENTS INCORPORATED BY REFERENCE
The information required in Part III by Items 10, 11 and 12 is
incorporated by reference to the registrant's proxy statement in connection
with the annual meeting of shareholders to be held on June 20, 1996, which
will be filed by the registrant within 120 days after the close of its fiscal
year.
EXHIBIT INDEX ON PAGE 2
EXPLANATORY NOTE
Exhibit 27, Financial Data Schedule, contained in the original filing
of the Registrant's Annual Report on Form 10-K was not tagged as Exhibit 27.
This Amendment to the Registrant's Annual Report on Form 10-K is filed
for the purpose of refiling Exhibit 27 with the correct tag.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(c) EXHIBITS
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 of
the Registrant's Form 10-K to December 31, 1992)
3.2 Amended By-Laws of Registrant (incorporated by
reference to Exhibit 3.2 of the Registrant's
Form 10-K for December 31, 1992)
4.1~ Securities Purchase Agreement, dated as of December
22, 1995, relating to the sale of the Registrant's
15% Convertible Subordinated Debentures due 1997
(with form of Debenture attached thereto)
4.2~ Registration Rights Agreement, dated as of December
22, 1995, relating to registration rights granted to
the holders of the Registrant's 15% Convertible
Subordinated Debentures due 1997
10.1 1991 Performance Equity Plan (incorporated by reference to
Exhibit 10.1 of the Registrant's Form 10-K for December 31, 1991)
10.2* Procurement Agreement, dated June 16, 1995, by and between
International Business Machines Corporation and the Registrant
(incorporated by reference to Exhibit 10.1 of the Registrant's
Form 10-Q for the Three Months ended June 30, 1995)
10.3**~ Memorandum of Agreement, dated as of September 14, 1993, by
and between Grumman Aerospace Corporation and the Registrant
10.4**~ License and Technical Support Agreement, dated as of October 3,
1995, by and between BellSouth Products, Inc. and the Registrant
11~ Computation of Fully Diluted Earnings per Common Share
21~ Subsidiaries of Registrant
23.1~ Independent Auditors' Consent
23.2~ Independent Auditors' Consent
27 Financial Data Schedule
______________
~ Previously filed.
* Certain portions of this Agreement have been accorded confidential
treatment.
** The Registrant has requested confidential treatment of certain
portions of this Agreement.
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SIGNATURES
In accordance with the requirements of the 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.
ANDREA ELECTRONICS CORPORATION
By: /s/ Patrick D. Pilch
------------------------------------
Date: June 24, 1996 Patrick D. Pilch
Executive Vice President
and Chief Financial Officer
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<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ACCOMPANYING FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> $3,400,829
<SECURITIES> 99,223
<RECEIVABLES> 1,045,922
<ALLOWANCES> 32,183
<INVENTORY> 1,122,993
<CURRENT-ASSETS> 5,858,461
<PP&E> 1,540,726
<DEPRECIATION> 849,228
<TOTAL-ASSETS> 6,551,110
<CURRENT-LIABILITIES> 541,942
<BONDS> 2,000,000
0
0
<COMMON> 1,643,430
<OTHER-SE> 2,321,850
<TOTAL-LIABILITY-AND-EQUITY> 6,551,110
<SALES> 5,440,792
<TOTAL-REVENUES> 5,440,792
<CGS> 3,190,226
<TOTAL-COSTS> 7,092,030
<OTHER-EXPENSES> (386,069)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,746
<INCOME-PRETAX> (1,275,915)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,275,915)
<EPS-PRIMARY> (.41)
<EPS-DILUTED> (.30)
</TABLE>
