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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): April 7, 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.)
11-40 45th Road, Long Island City, New York 11101
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (718) 729-8500
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On April 7, 1998, Andrea Electronics Corporation (the "Registrant" or
"Andrea") announced that it had entered into an agreement (the "Agreement")
to acquire all of the outstanding ordinary shares of capital stock of Lamar
Signal Processing, Ltd., an Israeli corporation (respectively, the "Lamar
Shares" and "Lamar"). Andrea's press release, dated April 7, 1998, announcing
the Agreement is attached hereto as Exhibit 99.1.
The consideration to be paid by Andrea for the acquisition of the Lamar
Shares will be comprised of $3,000,000 in cash and 1,800,000 shares of
Andrea's common stock, par value $.50 per share (the "Andrea Shares").
Transfer of the Andrea Shares will initially be restricted. The Andrea
Shares will be released from the transfer restrictions in five equal
increments from and after each of the first through fifth anniversaries of
the closing of the acquisition of the Lamar Shares.
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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 April 7, 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: April 17, 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
Andrea Electronics Corporation Agrees to Acquire Lamar Signal Processing,
Ltd.
Through Acquisition of Lamar, a Far-Field DSP Microphone Technology Company,
Andrea Electronics Intends to Pursue a Leading Role in Developing and
Commercializing Natural Language Human-Machine Interfaces
LONG ISLAND CITY, N.Y., April 7, Andrea Electronics Corporation (AMEX: AND)
announced today that it has agreed to acquire Lamar Signal Processing, Ltd.,
an Israeli developer of enabling digital signal processing (DSP) noise
cancellation microphone solutions for voice-driven interfaces within a wide
range of audio and acoustic applications. Andrea Electronics believes that
products incorporating Lamar's patent-pending Digital Super Directional Array
(DSDA(TM)) technology will provide the optimal far-field microphone
performance required for widespread growth of these applications. Andrea
Electronics has agreed to acquire from Lamar's existing shareholders all of
the outstanding shares of Lamar for 1.8 million restricted shares of Andrea
Electronics' common stock and $3 million in cash. The transaction is subject
to customary closing conditions and is expected to close during the month of
April.
Together, Andrea Electronics and Lamar intend to develop innovative DSDA
microphone arrays for speech recognition software, Internet telephony, video
and "whiteboard" teleconferencing, "AutoPCs," home and office automation
systems and other similar applications. In addition, the newly acquired
technology broadens Andrea Electronics' exposure to consumer electronics and
professional audio markets. Lamar has already developed DSDA microphone
arrays for hearing aids to significantly improve performance in noisy
environments and electronics news gathering (ENG) devices for media and other
professionals. Other potential markets for DSDA technology include cellular
phones and camcorders.
"The acquisition of Lamar Signal Processing is an important strategic step in
Andrea Electronics' continuing focus on pioneering next-generation technology
that significantly enhances emerging speech-centric applications," said John
N. Andrea, Co-president of Andrea Electronics Corporation. "We anticipate
that this acquisition will strongly enhance our existing product lines and,
consequently, expand our target markets to include those requiring
exceptional microphone performance in the far-field domain."
Andrea Electronics and Lamar have each been developing advanced digital
technologies to enhance speech-driven interface applications. Andrea
Electronics currently manufactures and markets headsets, handsets and
microphones utilizing its patented Active Noise Cancellation (ANC) technology
as well as related accessories. These products have emerged as market
leaders for near-field microphone applications, where the microphone is
typically positioned less than one inch from the speaker's mouth.
The personal computer, consumer electronics and professional audio markets,
however, have demonstrated a growing need for a microphone that can pick up a
speaker's voice from longer distances without being adversely affected by
background noise. Since its inception in 1993, Lamar has focused on
satisfying this need. Its efforts have resulted in the development of its
patent-pending DSDA technology.
"Anring wave forms, into a stream of digital values comprised of zeros and
ones. Electronics systems can process, manipulate, exchange, or store these
values, which are reconverted to analog format for playback.
"Voice is analog, which means the signals are continuous, changing smoothly
from one state to another," said Douglas J. Andrea, Co-president and Chief
Technology Officer of Andrea Electronics Corporation. "Digital computers, on
the other hand, treat information discontinuously, as a discrete series of
binary numbers. This permits an exactness of measurement and control
impossible in analog systems. The goal, therefore, of pursing DSP is to use
the power of digital computation to manage and modify the signal data. In
this way, we can actually improve the voice signal to enhance the performance
of applications that rely on its clarity."
Andrea Electronics Corporation designs, develops and manufacturers audio
technologies and equipment for applications incorporating speech-driven
interface. The Company's patented Active Noise Cancellation (ANC) microphone
and Active Noise Reduction (ANR) earphone technologies have been incorporated
into lines of headsets, handsets and microphones, trademarked as
VoiceSolutions(TM), QuietWare(TM) and Andrea Anti-Noise(R) products, that
eliminate background noise and ensure voice clarity to enhance the
performance of speech-related computer applications. Applications for the
Company's technologies include: speech recognition programs, Internet
telephony, video/audio conferencing and interactive gaming. Key OEM and
software publisher customers and strategic partners who have endorsed Andrea
Electronics' technologies and products include: Microsoft Corporation, IBM
Corporation, Lernout & Hauspie Speech Products, Dragon Systems, NEC, Mpath,
Mulitude, IDT Corporation, HyperGraphics and ILINC.
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This press release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties or
other factors that could cause actual results, performance or achievements of
the Company to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those 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" is a registered trademark, and "Andrea VoiceSolutions"
and "Andrea QuietWare" are trademarks of Andrea Electronics Corporation.
DSDA is a trademark of Lamar Signal Processing, Ltd.
To receive Andrea Electronics Corporation's latest news release and other
corporate documents via FAX -- no cost -- please dial 1-800-PRO-INFO and
input Andrea's ticker: AND.
CONTACT: Patrick D. Pilch, EVP or Molly M. Jahncke, VP-Corporate
Communications, both of Andrea Electronics Corporation, 800-442-7787; or
Paula Schwartz, General Info., Carolynne O'Grady, Analyst Info., or Judith
Sylk- Siegel, Media Info., all of The Financial Relations Board, 212-661-8030
