As filed with the Securities and Exchange Commission on April 1, 1997.
REGISTRATION NO. 33-84092
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 3
To
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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)
1991 PERFORMANCE EQUITY PLAN
(Full title of the Plan)
FRANK A.D. ANDREA, JR., Chairman
Andrea Electronics Corporation
11-40 45th Road
Long Island City, New York 11101
(718) 729-8500
(Name, address and telephone number, including area code, of agent for
service)
with a copy to:
ALAN L. JAKIMO, Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
(212) 839-5300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Offering Aggregate Offering Registration
Registered Price Per Unit/(1)/ Price/(2)/ Fee/(3)/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 shares $12.00 $1,827,012.50 $630.00
$.01 par value/(4)/
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Reflects the maximum option exercise price per share under the
Registrant's Performance Equity Plan (the "1991 Plan") for the shares
covered hereby, in accordance with Rule 457(h) promulgated under the
Securities Act of 1933.
(2) Reflects the aggregate exercise price of the 1,000,000 shares of
Common Stock of the Registrant covered hereby, all of which were
subject to options granted under the 1991 Plan and outstanding on
September 12, 1995.
(3) Previously paid.
(4) In addition, pursuant to Rule 416 under the Securities Act of 1933,
there have also been registered additional shares of Common Stock as may
become issuable pursuant to the anti-dilution provisions of the 1991
Plan. An additional 500,000 shares subject to options granted under the
1991 have been registered on Form S-8, No. 333-14385.
<PAGE>
PROSPECTUS
ANDREA ELECTRONICS CORPORATION
11-40 45th Road
Long Island City, New York 11101
100,000 Shares
COMMON STOCK
(Par Value $.01 Per Share)
-----------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------------------------------------
This Prospectus is being used in connection with the offering from time
to time by certain shareholders named herein (the "Selling Shareholders") of
Andrea Electronics Corporation (the "Corporation"), or their successors in
interest, of shares of the Common Stock of the Corporation which have been
or may be acquired upon the exercise of stock options pursuant to the 1991
Performance Equity Plan (the "1991 Plan") of the Corporation.
The Common Stock may be sold from time to time by the Selling
Shareholders or by pledgees, donees, transferees, or other successors in
interest. Such sales may be made on the American Stock Exchange, in the
over-the-counter market or otherwise at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The Common Stock may be sold by one or more of the following:
(a) a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction; (b) purchases by a broker or
dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchases. In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "1933 Act") in connection with such sales. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus. The Corporation will not receive any of the
proceeds from the sale of these shares, although it has paid the expenses of
preparing this Prospectus and the related Registration Statement.
The closing price of the Corporation's Common Stock on the American
Stock Exchange on March 31, 1997 was $10.50.
-----------------------------------------------------------------
No person is authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
made in this Prospectus, and any information or representation not contained
herein must not be relied upon as having been authorized by the Corporation.
-----------------------------------------------------------------
The date of this Prospectus is April 1, 1997.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in
accordance therewith files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements, and other information filed by the Corporation with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at: Seven World Trade
Center, Suite 1300, New York, New York 10048 and Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material may be obtained upon written request addressed to the
Commission at the Public Reference Section, at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, the Common Stock
is listed on the American Stock Exchange and reports, proxy statements, and
other information concerning the Corporation may also be inspected at the
offices of the American Stock Exchange, 86 Trinity Place, New York, New York
10006-1881.
In addition, the Corporation will provide without charge to each person
to whom this Prospectus is delivered, upon either the written or oral request
of such person, the Annual Report to Shareholders for the Corporation's
latest fiscal year and a copy of any or all of the documents incorporated
herein by reference other than exhibits to such documents. See
"INCORPORATION OF DOCUMENTS BY REFERENCE". Such requests should be directed
to Andrea Electronics Corporation, 11-40 45th Road, Long Island City, New
York 11101, Attention: Secretary or (718) 729-8500.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement and are deemed to be a part hereof from the date of
filing such documents by the Corporation:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) The description of the Corporation's common stock, par value $.50
per share (the "Common Stock"), contained in (i) the Corporation's
registration statement filed under the Exchange Act No. 1-4324, as
declared effective on February 28, 1967, (ii) Article Third of
the Corporation's Certificate of Incorporation filed as Exhibit 3.1
to the Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992 and (iii) any subsequent amendment(s)
or report(s) filed for the purpose of updating such description.
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, as amended, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document, all or a portion of which is incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Page 2
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth as of March 31, 1997 the name of each
Selling Shareholder, the nature of his position, office or other material
relationship to the Corporation and the number of shares of Common Stock
which such Selling Shareholder (1) owned of record, (2) acquired or may
acquire pursuant to the exercise of previously granted options under the 1991
Plan and is offering to sell pursuant to this Prospectus, and (3) the amount
of Common Stock to be owned by such Selling Shareholder assuming the exercise
of such options and the sale of such shares.
<TABLE>
<CAPTION>
Acquired or
Expected to Acquire
Pursuant to the 1991
Name and Relationship to Owned as of Plan and Offered Stock to be Owned After
Andrea Electronics Corporation March 31, 1997 Pursuant Hereto Exercise and Sale
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Frank A.D. Andrea, Jr. 460,459/(1)/ 50,000 410,459
Chairman of the Board and
Chief Executive Officer
John N. Andrea 176,191/(2)/ 25,000 151,191
Co-President and Director
Douglas J. Andrea 197,665/(3)/ 25,000 172,665
Co-President and Director
Patrick D. Pilch 75,000/(4)/ 25,000 50,000
Executive Vice President,
Chief Financial Officer and
Director
</TABLE>
(1) Includes (i) 213,446 shares owned directly by Frank A.D. Andrea, Jr.,
(ii) 13,445 shares owned by Mary Louise Andrea, his spouse, (iii) 33,568
shares owned by a son of Mr. and Mrs. Andrea, beneficial ownership of
which is disclaimed by Mr. & Mrs. Andrea, and (iv) 200,000 of the 230,000
shares owned by ANC-I Limited Partnership, a Delaware limited
partnership, of which the General Partners are Frank A.D. Andrea, Jr.
and Mary Louise Andrea, representing Mr. Andrea's 43.48% and Mrs.
Andrea's 43.48% interest in ANC-I Limited Partnership.
(2) Includes (i) 33,389 shares owned directly by John N. Andrea and Mr.
Andrea's spouse, (ii) 11,802 shares owned by Mr. Andrea's
minor children, (iii) 6,000 of the 230,000 shares owned by ANC-I
Limited Partnership, representing Mr. Andrea's 2.6% interest in ANC
I Limited Partnership, and (iv) 125,000 shares issuable upon the
exercise of options which are currently exercisable and exercisable
within 60 days from the date hereof. Does not include 25,000 shares
which are not currently exercisable or exercisable within 60 days
from the date hereof.
(3) Includes (i) 14,997 shares owned directly by Douglas J. Andrea and Mr.
Andrea's spouse, (ii) 1,668 shares owned by Mr. Andrea's spouse,
(iii) 6,000 of the 230,000 shares owned by ANC-I Limited Partnership,
representing Mr. Andrea's 2.6% interest in ANC-I Limited Partnership, and
(iv) 175,000 shares issuable upon the exercise of options which are
currently exercisable and exercisable within 60 days from the date
hereof. Does not include 25,000 shares which are not currently
exercisable or exercisable within 60 days from the date hereof.
(4) Includes 50,000 shares issuable upon the exercise of options which are
currently exercisable.
Page 3
<PAGE>
LEGAL MATTERS
Legal matters with respect to the Common Stock being offered hereby have
been passed upon for the Corporation by Brown & Wood LLP, New York, New York.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 722 of the Business Corporation Law of the State of New York
empowers a New York corporation to indemnify any person made, or threatened
to be made, a party to any action or proceeding (other than an action by or
in the right of the corporation to procure a judgment in its favor), whether
civil or criminal, including an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership,
joint venture, trust, employee benefit plan or other enterprise, which any
director or officer of the corporation served in any capacity at the request
of the corporation, by reason of the fact that such person, such person's
testator or such person's intestate is or was a director or officer of the
corporation, or was serving at the request of the corporation as a director
or officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees actually and necessarily incurred as a result of
such action or proceeding or any appeal therein, if such person acted in
good faith, for a purpose which such person reasonably believed to be in,
or, in the case of services for any other corporation or other enterprise,
not opposed to, the best interests of the corporation, and with respect to
any criminal action or proceeding, had no reasonable cause to believe that
such person's conduct was unlawful. The termination of any action or
proceeding by judgment, settlement, conviction, or upon plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that
such person did not act in good faith, for a purpose which such person
reasonably believed to be in, or, in the case of services for any other
corporation or other enterprise not opposed to, the best interests of the
corporation, or had reasonable cause to believe that such person's conduct
was unlawful.
In the case of an action by or in the right of the corporation, Section
722 empowers a corporation to indemnify any person made or threatened to be
made a party to any action in any of the capacities set forth above against
amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by such person in connection with the
defense or settlement of such action or an appeal therein, if such person
acted in good faith, for a purpose which such person reasonably believed to
be in, or, in the case of services for any other corporation or other
enterprise, not opposed to, the best interests of the corporation, except
that indemnification is not permitted in respect of (1) a threatened action
or pending action which is settled or otherwise disposed of or (2) any claim,
issue, or matter as to which such person is adjudged to be liable to the
corporation unless and only to the extent that the court in which such action
was brought, or if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
Section 723 provides that a New York corporation is required to
indemnify a person who has been successful, on the merits or otherwise, in
the defense of an action described in Section 722.
Section 721 provides that indemnification provided for by Section 722
shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled, whether contained in the certificate of incorporation
or the by-laws or, when authorized by such certificate of incorporation or
by-laws, (i) a resolution of shareholders, (ii) a resolution of directors,
or (iii) an agreement providing for such indemnification, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that such person's acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated.
Page 4
<PAGE>
The Corporation's Certificate of Incorporation provides that the personal
liability of the directors of the Corporation is eliminated to the fullest
extent permitted by Section 402(b) of the Business Corporation Law of the
State of New York. In addition, the By-Laws of the Corporation provide in
substance that, to the fullest extent permitted by New York law, each
director and officer shall be indemnified by the Corporation against
reasonable expenses, including attorneys' fees, and any liabilities which
such officer may incur in connection with any action to which such officer
may be made a party by reason of being or having been a director or officer
of the Corporation. The indemnification provided by the Corporation's By-Laws
is not deemed exclusive of or in any way to limit any other rights which any
person seeking indemnification may be entitled.
EXPERTS
The consolidated financial statements and schedules of the Corporation
included in the Form 10-K have been audited by Arthur Andersen LLP and Raich
Ende Malter Lerner & Co., independent auditors, as set forth in their reports
thereon included therein and incorporated herein by reference. Such
consolidated financial statements and schedules are incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing in giving said reports.
ADDITIONAL INFORMATION
As of March 31, 1997, the authorized Common Stock of the Corporation
totaled 10,000,000 shares, par value $.01 per share, of which 3,942,197
shares of Common Stock were issued and outstanding. Further information
concerning the Common Stock of the Corporation may be found in the documents
incorporated by reference above.
Page 5
<PAGE>
PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement and are deemed to be a part hereof from the date of
filing such documents by the Registrant:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) The description of the Registrant's common stock, par value $.50
per share (the "Common Stock"), contained in (i) the Registrant's
registration statement filed under the Exchange Act No. 1-4324, as
declared effective on February 28, 1967, and (ii) Article Third of
the Registrant's Certificate of Incorporation filed as Exhibit 3.1
to Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992 and (ii) any subsequent amendment(s) or report(s)
filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, as amended, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a portion of which
is incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Page 6
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 722 of the Business Corporation Law of the State of New York
empowers a New York corporation to indemnify any person made, or threatened
to be made, a party to any action or proceeding (other than an action by or
in the right of the corporation to procure a judgment in its favor), whether
civil or criminal, including an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership,
joint venture, trust, employee benefit plan or other enterprise, which any
director or officer of the corporation served in any capacity at the request
of the corporation, by reason of the fact that such person, such person's
testator or such person's intestate is or was a director or officer of the
corporation, or was serving at the request of the corporation as a director
or officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of such action
or proceeding or any appeal therein, if such person acted in good faith, for
a purpose which such person reasonably believed to be in, or, in the case of
services for any other corporation or other enterprise, not opposed to, the
best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe that such person's conduct
was unlawful. The termination of any action or proceeding by judgment,
settlement, conviction, or upon plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that such person did not act in
good faith, for a purpose which such person reasonably believed to be in, or,
in the case of services for any other corporation or other enterprise not
opposed to, the best interests of the corporation, or had reasonable cause
to believe that such person's conduct was unlawful.
In the case of an action by or in the right of the corporation, Section
722 empowers a corporation to indemnify any person made or threatened to be
made a party to any action in any of the capacities set forth above against
amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by such person in connection with the
defense or settlement of such action or an appeal therein, if such person
acted in good faith, for a purpose which such person reasonably believed to
be in, or, in the case of services for any other corporation or other
enterprise, not opposed to, the best interests of the corporation, except
that indemnification is not permitted in respect of (1) a threatened action
or pending action which is settled or otherwise disposed of or (2) any claim,
issue, or matter as to which such person is adjudged to be liable to the
corporation unless and only to the extent that the court in which such action
was brought, or if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
Section 723 provides that a New York corporation is required to
indemnify a person who has been successful, on the merits or otherwise, in
the defense of an action described in Section 722.
Section 721 provides that indemnification provided for by Section 722
shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled, whether contained in the certificate of incorporation
or the by-laws or, when authorized by such certificate of incorporation or
by-laws, (i) a resolution of shareholders, (ii) a resolution of directors,
or (iii) an agreement providing for such indemnification, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
Page 7
<PAGE>
establishes that such person's acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated.
The Registrant's Certificate of Incorporation provides that the personal
liability of the directors of the Registrant is eliminated to the fullest
extent permitted by Section 402(b) of the Business Corporation Law of the
State of New York. In addition, the By-Laws of the Registrant provide in
substance that, to the fullest extent permitted by New York law, each
director and officer shall be indemnified by the Registrant against
reasonable expenses, including attorneys' fees, and any liabilities which
such officer may incur in connection with any action to which such officer
may be made a party by reason of being or having been a director or officer
of the Registrant. The indemnification provided by the Registrant's By-Laws
is not deemed exclusive of or in any way to limit any other rights which any
person seeking indemnification may be entitled.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- -------- -----------
4 1991 Performance Equity Plan of the Registrant (Incorporated by
reference from the Registrant's Quarterly Report on Form 10-Q
for the Three Months Ended March 31, 1996)
5 Opinion of Counsel
23.1 Independent Auditors' Consent
23.2 Independent Auditors' Consent
23.3 Consent of Counsel (contained in Exhibit 5)
24* Power of Attorney relating to subsequent amendments
__________________
* Previously filed.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
Page 8
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
Page 9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on the
31st day of March, 1997.
ANDREA ELECTRONICS CORPORATION
By: /s/ John N. Andrea
------------------------------
John N. Andrea
Co-President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
* Chairman of the Board March 31, 1997
- ------------------------- and Chief Executive Officer
Frank A.D. Andrea, Jr.
* Executive Vice President March 31, 1997
- ------------------------- and Chief Financial Officer
Patrick D. Pilch
/s/ John N. Andrea Co-President, Director March 31, 1997
- -------------------------
John N. Andrea
* Co-President, Director March 31, 1997
- -------------------------
Douglas J. Andrea
* Vice President, March 31, 1997
- ------------------------- Controller and Secretary
Jeffrey S. Gosman
* Director March 31, 1997
- -------------------------
Christopher Dorney
* Director March 31, 1997
- -------------------------
Gary A. Jones
* Director March 31, 1997
- -------------------------
Scott Koondel
* Director March 31, 1997
- -------------------------
Paul M. Morris
* /s/John N. Andrea
- -------------------------
John N. Andrea
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4 1991 Performance Equity Plan of the Registrant (Incorporated by
reference from the Registrant's Quarterly Report on Form 10-Q for the
Three Months Ended March 31, 1996)
5 Opinion of Counsel
23.1 Independent Auditors' Consent
23.2 Independent Auditors' Consent
23.3 Consent of Counsel (contained in Exhibit 5)
24* Power of Attorney relating to subsequent amendments
_______________
* Previously filed.
EXHIBIT 5
[LETTERHEAD]
March 31, 1997
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Office of Applications and Reports Services
Re: Andrea Electronics Corporation
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Andrea Electronics Corporation, a New
York corporation (the "Company"), in connection with the registration of
100,000 shares of common stock, $.01 par value (the "Shares"), with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act") pursuant to Post-effective Amendment
No. 3 to the registration statement on Form S-8 (No. 33-84092; the
"Registration Statement"). The Shares are registered on behalf of the
Company and the Selling Shareholders named in the Registration Statement and
will be issued pursuant to the Company's 1991 Performance Equity Plan
(the "Plan").
This opinion is being delivered in accordance with the requirements
of Item 601(b)(5)(i) of Regulation S-K under the 1933 Act.
As counsel to the Company, we have examined such documents and
records as we deemed appropriate.
In rendering this opinion, we have relied, as to matters of fact,
upon representations and certificates of officers and employees of the
Company, and communications from, government authorities and public
officials; and we have assumed the genuineness of signatures of all persons
signing any documents, the authority of all persons signing any document,
the authority of all governmental authorities and public officials, the
truth and accuracy of all matters of fact set forth in all certificates
furnished to us, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares
issuable upon exercise of options issued under the Plan, when issued and
delivered upon exercise of such options in accordance with the terms of the
Plan, will be validly issued, fully paid and non-assessable.
We are not admitted to practice in any jurisdiction other than the
State of New York. We do not purport to be expert on, and we are not
expressing an opinion with respect to, laws other than the laws of the
United States and the State of New York.
<PAGE>
This opinion is solely for your information in connection with the
offer and sale of the Shares by the Company, and is not, without the prior
written consent of this firm, to be quoted in full or in part or otherwise
referred to in any documents nor to be filed with any governmental agency or
other persons, other than with the Commission and various state securities
administrators in connection with the qualification of the Shares, to which
reference and filings we hereby consent. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is
required under Section 7 of the 1933 Act or the rules and regulations of the
Commission.
Very truly yours,
Brown & Wood LLP
EXHIBIT 23.1
Consent of Independent Public Accountants
-----------------------------------------
As independent accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 21,
1997 included in Andrea Electronic Corporation's Form 10-K for the year ended
December 31, 1996 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Melville, New York
March 31, 1997
EXHIBIT 23.2
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 this registration
statement 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, 1996 and to all
references to our Firm included in this registration statement.
RAICH ENDE MALTER LERNER & CO.
Certified Public Accountants
East Meadow, New York
March 31, 1997
