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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): March 22, 2002
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ANDREA ELECTRONICS CORPORATION
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(Exact name of registrant as specified in its charter)
New York 1-4324 11-0482020
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
45 Melville Park Road, Melville, New York 11747
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(Address of principal executive offices)
(631) 719-1800
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(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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ITEMS 1, 2, 3, 4, 6, 8 AND 9. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
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Andrea Electronics Corporation (the "Company") executed a letter of
understanding with HTFP Investment L.L.C. ("HFTP"), the holder of all of the
Company's Series B and Series C Convertible Preferred Stock, whereby HFTP
intends to provide the Company with a waiver, until April 1, 2007, of certain
redemption rights which exist under the terms of the Series C Preferred Stock,
provided that certain conditions are met and continue to be met through such
date as described in the term sheet attached as Exhibit 99.2 hereto and
incorporated herein by reference. Additionally, HFTP would waive its right to
receive payments under a related registration rights agreement.
In exchange for the proposed waivers, the Company would grant HFTP a
security interest in all of the assets of the Company subject to certain
exclusions as described in the term sheet attached as Exhibit 99.2 hereto and
incorporated herein by reference. Additionally, the Company would provide HFTP
certain representations and warranties regarding its business. The Company
anticipates negotiating final binding agreements in the near future.
Copies of the letter of understanding and term sheet relating thereto are
attached as Exhibits 99.1 and 99.2 hereto, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Businesses Acquired: Not applicable
(b) Pro Forma Financial Information: Not applicable
(c) Exhibits
Number Description
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99.1 Letter of Understanding Dated March 22, 2002
99.2 Term Sheet
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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.
ANDREA ELECTRONICS CORPORATION
Dated: March 22, 2002 By: /s/Richard A. Maue
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Richard A. Maue
Executive Vice President, Chief Financial
Officer and Corporate Secretary
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