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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): September 2, 1997
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 September 2, 1997, Andrea Electronics Corporation issued a press
release containing information regarding a two-for-one stock split to be
effected by a 100% stock dividend. A copy of the September 2, 1997 press
release is filed as Exhibit 5.1 to this Current Report and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
Exhibit
Number Description
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5.1 Press release dated September 2, 1997
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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: September 9, 1997 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 5.1
For more information contact:
At the Company At Financial Relations Board At Edelman Public Relations
Patrick D. Pilch, General: Molly Jahncke Alan Penchansky
EVP & CFO Media: Judith Sylk-Siegel 212-704-8285
800-442-7787 Analyst: Carolynne O'Grady
212-661-8030
ANDREA ELECTRONICS DECLARES TWO-FOR-ONE STOCK SPLIT
Long Island City, N.Y., September 2, 1997 - The board of directors of Andrea
Electronics Corporation (AMEX:AND) has declared a two-for-one split of the
Company's common stock, to be paid as a 100 percent stock dividend on
September 17, 1997 to shareholders of record on September 10, 1997. There
are currently outstanding approximately 4.1 million shares of the Company's
common stock, par value $.50 per share.
"This action was taken to increase the liquidity of our stock and to broaden
shareholder participation in our Company," said John N. Andrea, Co-President.
Andrea Electronics has been a pioneer in the field of Active Noise
Cancellation ("ANC") and Active Noise Reduction ("ANR") technologies and is
a leader in the development of ANC microphone-headset systems for personal
computer voice interface applications, including speech recognition for
dictation and word processing, Internet telephony, video-and multi-party
conferencing, voice-driven web browsing and interactive online games.
Andrea Anti-Noise/Registered Trademark/ ANC microphone technology enhances
communication intelligibility through the use of electronic "anti-noise"
signals. Andrea QuietWare/Registered Trademark/ ANR earphone technology
improves the quality of audio heard by the user through the cancellation of
low-frequency droning noises while providing high-fidelity, CD-quality sound.
Andrea Anti-Noise/Registered Trademark/ ANC and QuietWare/Registered
Trademark/ ANR products include military and portable audio headsets, as well
as interchangeable ANR Ready/Registered Trademark/ headsets for use with
integrated, noise-canceling electronics in control units separate from the
headsets.
Andrea Electronics is a developer and manufacturer of audio communications
equipment for the personal computer, telecommunications, military electronics
and commercial markets. Established in 1934, Andrea Electronics is based in
Long Island City, NY.
To receive Andrea Electronics' latest news release and other corporate
documents via FAX -- no cost -- please dial 1-800-PRO-INFO. Use the Company's
ticker: AND
This press release contains forward-looking statements regarding future events
and the future performance of Andrea Electronics Corporation that involve
risks and uncertainties that could cause actual results to differ materially
from those projected in any forward-looking statements. Information
concerning factors that could cause actual results to materially differ from
those in the forward-looking statements is contained in Andrea Electronics'
SEC filings, including Form 10-K, Form 10-Q and Form 8-K reports.
