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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): November 23, 1998
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ANDREA ELECTRONICS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
New York 1-4324 11-0482020
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
45 Melville Park Road, Melville, New York 11747
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 719-1800
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11-40 45th Road, Long Island City, New York, 11101
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On November 23, 1998, Andrea Electronics Corporation (the "Company")
issued a press release relating to a complaint, involving two of Andrea's
patents, that has been filed against the Company by NCT Group, Inc. and NCT
Hearing Products, Inc., one of NCT's subsidiaries. A copy of this press
release is attached as Exhibit 99.1 to this Report.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
Exhibit
Number Description
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99.1 Press release dated November 23, 1998
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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: November 23, 1998 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 99.1
AT THE COMPANY AT FINANCIAL RELATIONS BOARD
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Patrick D. Pilch, Exec. V.P.-CFO Gen'l Info: Michael Lawson
Carolynne O'Grady, Analyst Info: Elisa Mailman
Corporate Communications Media Info: Judith Sylk-Siegel
(800) 442-7787 (212) 661-8030
[email protected]
ANDREA ELECTRONICS CORPORATION RECEIVES
COMPLAINT FROM NCT GROUP, INC. RELATING TO AIRCRAFT PASSENGER HEADPHONES
MELVILLE, N.Y., November 23, 1998 - Andrea Electronics Corporation (AMEX:
AND), today announced that a complaint has been filed against the Company in
the U.S. District Court for the Eastern District of New York by NCT Group,
Inc. (NASDAQ: NCTI; formerly Noise Cancellation Technologies, Inc.) and NCT
Hearing Products, Inc., one of NCT's subsidiaries. The complaint involves two
of Andrea's patents, U.S. Patent No. 5,732,143 and U.S. Patent No. 5,825,897.
These patents relate to certain active noise reduction technology which is
particularly applicable to aircraft passenger headphones. Andrea does not
currently derive any sales or licensing revenue from aircraft passenger
headphones. The complaint requests a declaration that these two patents are
invalid and unenforceable and that NCT's products do not infringe these two
patents. The complaint alleges that Andrea has engaged in unfair competition
by misrepresenting the scope of the two patents, tortiously interfering with
prospective contractual rights between NCT and its existing and potential
customers, making false and disparaging statements about NCT and its products,
and falsely advertising Andrea's ANR products. The complaint seeks to enjoin
Andrea from engaging in these alleged activities and seeks compensatory
damages of not less than $5 million, punitive damages of not less than $50
million and plaintiffs' costs and attorneys' fees. Based on a preliminary
review of the complaint, and while no assurance can be given as to the
ultimate outcome of this matter, Andrea believes that the suit is without
merit and intends to vigorously defend itself and to assert any and all
appropriate claims against NCT.
Andrea Electronics Corporation designs, develops and manufactures audio
technologies and equipment for applications incorporating natural language
interfaces. The Company's patented Active Noise Reduction (ANR) earphone,
Active Noise Cancellation (ANC) near-field microphone and patented Digital
Super Directional Array (DSDA(tm)) and patent-pending Directional Finding and
Tracking Array (DFTA(tm)) far-field microphone technologies continue to be
incorporated into a wide range of audio products to eliminate background noise
and ensure the optimum performance of voice applications. Applications for the
Company's technologies include: speech recognition programs, Internet
telephony, video/audio conferencing, automobile PCs, home automation systems,
hand-held devices and multiplayer online games, among others. OEM and software
publisher customers and strategic partners of Andrea Electronics' include:
Intel Corporation, Microsoft Corporation, IBM Corporation, Lernout & Hauspie
Speech Products, Dragon Systems, Lotus Development Corporation, NEC, Mpath,
Multitude, IDT, HyperGraphics, ILINC, ViA Inc., Conversational Computing
Corporation and iSight, among others.
This press release may contain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. The words
"anticipates," "believes," "estimates," "expects," "intends," "plans,"
"seeks," variations of such words, and similar expressions are intended to
identify forward-looking statements. These statements are not guarantees of
future performance and involve matters that are subject to certain risks,
uncertainties and assumptions that are difficult to predict, including
economic, competitive, governmental, technological and other factors, that may
affect the business and prospects of Andrea Electronics Corporation (the
"Company"). The Company cautions investors about the following significant
factors, which, among others, have in some cases affected the Company's actual
results and are in the future likely to affect the Company's actual results
and could cause them to differ materially from those expressed in any forward-
looking statements: the rate at which Andrea Anti-Noise, DSDA, DFTA and other
Andrea technologies are accepted in the marketplace; the competitiveness of
Andrea Anti-Noise, DSDA, DFTA and other Andrea products in terms of technical
specifications, quality, price, reliability and service; the sufficiency of
the Company's funds for research and development, marketing and general and
administrative expenses; infringement and other disputes relating to patents
and other intellectual property rights held or licensed by the Company or
third parties; and the Company's continuing ability to enter and maintain
collaborative relationships with other manufacturers, software authoring and
publishing companies, and distributors. These and other similar factors are
discussed under the heading "Certain Factors that May Affect Future Results"
included in the Management's Discussion and Analysis of Financial Condition
and Results of Operations in the Company's Annual Report on Form 10-K and in
the Company's Annual Report to stockholders, and in documents subsequently
filed by the Company with the Securities and Exchange Commission.
"Andrea Anti-Noise", "DSDA" and "DFTA" are trademarks of Andrea Electronics
Corporation or an Andrea Electronics Corporation subsidiary.
To receive Andrea Electronics' latest news release and other corporate
documents via FAX -- no cost -- please dial 1-800-PRO-INFO and input the
Company's symbol AND.
Or visit Andrea Electronics' website at www.andreaelectronics.com.
