-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KwHBH9Fc0DqpvvWaUKFRrweBDQ1u+7EDGZ/1Jsp8CUkVBCBPcbADwFqW5/6pmwrE qYqfeCw1pQyjsDbnCK+yaA== 0000909654-04-002896.txt : 20041207 0000909654-04-002896.hdr.sgml : 20041207 20041207171900 ACCESSION NUMBER: 0000909654-04-002896 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041201 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041207 DATE AS OF CHANGE: 20041207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANDREA ELECTRONICS CORP CENTRAL INDEX KEY: 0000006494 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 110482020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04324 FILM NUMBER: 041189073 BUSINESS ADDRESS: STREET 1: 45 MELVILLE PARK ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5167191800 MAIL ADDRESS: STREET 1: 45 MELVILLE PARK ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: ANDREA RADIO CORP DATE OF NAME CHANGE: 19911204 8-K 1 andrea8kdec7.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 1, 2004 ---------------- ANDREA ELECTRONICS CORPORATION ------------------------------ (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 -------- -------- ---------- (State or other Jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 45 Melville Park Road, Melville, New York 11747 ----------------------------------------------- (Address of principal executive offices) (631) 719-1800 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 2 ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING ------------------------------------------------------------- RULE OR STANDARD: TRANSFER OF LISTING. ------------------------------------- On December 1, 2004, Andrea Electronics Corporation (the "Company") received notice from the staff of the American Stock Exchange ("AMEX") indicating that the staff had determined that the Company no longer complies with AMEX's continued listing standards due to the Company having shareholders' equity below $6.0 million and sustained losses from continuing operations and net losses during the Company's five most recent fiscal years, as set forth in AMEX Company Guide Section 1003(a)(iii). The Company had been operating under a plan to bring the Company back in compliance with the cited AMEX continued listing standards. A provision of such plan required the Company to maintain stockholder's equity of at least $6.0 million for two consecutive fiscal quarters, which the Company did not meet as it had $5.804 million of stockholders equity as of September 30, 2004. The Company does not expect to appeal the AMEX staff's determination. Accordingly, AMEX has informed the Company that it will suspend trading in the Company's common stock as soon as practicable and will submit an application with the Securities and Exchange Commission to strike the Company's common stock from listing and registration on AMEX. The Company intends to have its common stock eligible to be quoted on the OTC Bulletin Board following suspension from AMEX. The press release announcing the delisting is furnished as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (c) Exhibits Number Description ------ ----------- 99.1 Press Release Dated December 7, 2004 2 3 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. ANDREA ELECTRONICS CORPORATION Dated: December 7, 2004 By:/s/ Corisa L. Guiffre ------------------------------------------ Corisa L. Guiffre Vice President and Chief Financial Officer 3 4 EXHIBIT INDEX ------------- Exhibit Description - ------- ----------- 99.1 Press Release, dated December 7, 2004 4 EX-99.1 2 andreaexb99dec7.txt AT ANDREA ELECTRONICS - --------------------- Corisa L. Guiffre, Chief Financial Officer (631) 719-1800 (800) 707-5779 FOR IMMEDIATE RELEASE - --------------------- December 7, 2004 ANDREA ELECTRONICS RECEIVES NOTICE OF DELISTING FROM THE AMERICAN STOCK ----------------------------------------------------------------------- EXCHANGE -------- MELVILLE, NEW YORK, DECEMBER 7, 2004 - Andrea Electronics Corporation (AMEX: AND - - News) announced today that on December 1, 2004, the Company received notice from the staff of the American Stock Exchange ("AMEX") indicating that it had determined that the Company no longer complies with AMEX's continued listing standards due to the Company having shareholders' equity below $6.0 million and sustained losses from continuing operations and net losses in the Company's five most recent fiscal years, as set forth in AMEX Company Guide Section 1003(a)(iii). The Company had been operating under a plan to bring the Company back in compliance with the cited AMEX continued listing standards. A provision of such plan required the Company to maintain stockholder equity of at least $6.0 million for 2 consecutive fiscal quarters, which the Company did not meet as it had $5.804 million of stockholders equity as of September 30, 2004. The Company does not expect to appeal the AMEX staff's determination. Accordingly, AMEX has informed the Company that it will suspend trading in the Company's common stock as soon as practicable and will submit an application with the Securities and Exchange Commission to strike the Company's common stock from listing and registration on AMEX. The Company intends to have its common stock eligible to be quoted on the OTC Bulletin Board following suspension from Amex. ABOUT ANDREA ELECTRONICS ANDREA ELECTRONICS CORPORATION DESIGNS, DEVELOPS AND MANUFACTURES AUDIO TECHNOLOGIES AND EQUIPMENT FOR ENHANCING APPLICATIONS THAT REQUIRE HIGH PERFORMANCE AND HIGH QUALITY VOICE INPUT. THE COMPANY'S PATENTED DIGITAL SUPER DIRECTIONAL ARRAY (DSDA(R)), PATENT-PENDING DIRECTIONAL FINDING AND TRACKING ARRAY (DFTA(R)), PATENTED PUREAUDIO(R), AND PATENTED ECHOSTOP(TM) FAR-FIELD MICROPHONE TECHNOLOGIES ENHANCE A WIDE RANGE OF AUDIO PRODUCTS TO ELIMINATE BACKGROUND NOISE AND ENSURE THE OPTIMUM PERFORMANCE OF VOICE APPLICATIONS. VISIT ANDREA ELECTRONICS' WEBSITE AT WWW.ANDREAELECTRONICS.COM OR CALL 1-800-707-5779. THIS PRESS RELEASE CONTAINS CERTAIN FORWARD LOOKING STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES. THE COMPANY WISHES TO CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON ANY SUCH FORWARD LOOKING STATEMENTS, WHICH REFLECT MANAGEMENT'S ANALYSIS ONLY AS THE DATE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO PUBLICLY REVISE THESE FORWARD LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT ARISE AFTER THE DATE OF SUCH STATEMENTS. -----END PRIVACY-ENHANCED MESSAGE-----