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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K/A
(AMENDMENT NO. 2)
FOR ANNUAL TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED) For the transition period from __________ to
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Commission File No.: 1-4324
ANDREA ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 11-0482020
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
45 MELVILLE PARK ROAD, MELVILLE, NEW YORK 11747
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 719-1800
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, par value $.50 per share American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
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As of May 31, 2002, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $12,787,686 (based on the
closing sale price on the American Stock Exchange).
The number of shares outstanding of the Registrant's Common Stock as of May 31,
2002, was 19,086,098.
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PART IV
Item 14 to the Annual Report on Form 10-K of Andrea Electronics Corporation
for the year ended December 31, 2001, as filed with the Securities and Exchange
Commission on April 1, 2002 and as amended on April 29, 2002, is hereby amended
and restated in its entirety to include the Master Preferred Escrow Agreement as
an attachment to Exhibit 10.18.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a)(1) Financial Statements
The following financial statements of Andrea Electronics Corporation, the
notes thereto, the related reports thereon of independent public accountants,
and financial statement schedules are filed under Item 8 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2001.
Page
Report of Independent Public Accountants................................................................. F-1
Consolidated Balance Sheets at December 31, 2001 and 2000................................................ F-2
Consolidated Statements of Operations for the years ended December 31, 2001, 2000 and 1999 F-3
Consolidated Statements of Shareholders' Equity for the three years ended December 31, 2001,
2000 and 1999................................................................................... F-4
Consolidated Statements of Cash Flows for the three years ended December 31, 2001,
2000 and 1999................................................................................... F-5
Notes to Consolidated Financial Statements............................................................... F-6
(2) Index To Financial Statement Schedules
Report of Independent Public Accountants on Schedule..................................................... S-1
Schedule II - Valuation and Qualifying Accounts.......................................................... S-2
(3) Exhibits
See (c) below.
(b) Reports On Form 8-K
The Registrant did not file any reports on Form 8-K during the three-month
period ended December 31, 2001.
(c) Exhibits
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INDEX TO EXHIBITS
Exhibit
Number Description
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3.1 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 of the Registrant's Form
10-K for the year ended December 31,1992)
3.2 Certificate of Amendment of the Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's
Form 10-K for the year ended December 31,1997)
3.3 Certificate of Amendment of the Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's
Current Report on Form 8-K filed November 30, 1998)
3.4 Certificate of Amendment to the Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's
Current Report on Form 8-K filed June 22, 1999)
3.5 Certificate of Amendment to the Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's
Current Report on Form 8-K filed October 12, 2000)
3.6 Certificate of Amendment to the Certificate of Incorporation of the
Registrant dated August 22, 2001(incorporated by reference to Exhibit
3.6 of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001)
3.7 Amended By-Laws of Registrant (incorporated by reference to Exhibit 3.2
of the Registrant's Current Report on Form 8-K filed November 30, 1998)
4.1 Securities Purchase Agreement, dated as of June 10, 1998, relating
to the sale of the Registrant's 6% Convertible Notes due June 10,
2000 (with forms of Note and Registration Rights Agreement
attached thereto) (incorporated by reference to Exhibit 4.1 of the
Registrant's Form S-3, No. 333-61115, filed August 10, 1998)
4.2 Securities Purchase Agreement, dated June 11, 1999, by and between HFTP
Investment L.L.C. and the Registrant (incorporated by reference to
Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed June
22, 1999)
4.3 Registration Rights Agreement, dated June 11, 1999, by and between HFTP
Investment L.L.C. and the Registrant (incorporated by reference to
Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed June
22, 1999)
4.4 Form of Warrant by and between HFTP Investment L.L.C. and the
Registrant (incorporated by reference to Exhibit 4.3 of the Registrant's
Current Report on Form 8-K filed June 22, 1999)
4.5 Securities Purchase Agreement, dated October 5, 2000, by and between
HFTP Investment L.L.C. and the Registrant (incorporated by reference to
Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed
October 12, 2000)
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4.6 Registration Rights Agreement, dated October 5, 2000 by and
between HFTP Investment L.L.C. and the Registrant (incorporated by
reference to Exhibit 4.1 of the Registrant's Current Report on
Form 8-K filed October 12, 2000)
4.7 Rights Agreement dated as of April 23, 1999 between Andrea and
Continental Stock Transfer and Trust Company, as Rights Agent,
including the form of Certificate of Amendment to Certificate of
Incorporation as Exhibit A, the form of Rights Certificate as
Exhibit B and the Summary of Rights to Purchase Shares of Series A
Preferred Stock (incorporated by reference to Exhibit 4.1 of the
Registrant's Current Report on Form 8-K filed May 7, 1999)
10.1 1991 Performance Equity Plan, as amended (incorporated by reference to
Exhibit 4 of the Registrant's Registration Statement on Form S-8, No.
333-45421, filed February 2, 1998)
10.2 1998 Stock Plan of the Registrant, as amended (incorporated by
reference to Exhibit 4.1 of the Registrant's Registration Statement on
Form S-8, No. 333-82375, filed July 7, 1999)
10.3* Procurement Agreement, dated June 16, 1995, by and between
International Business Machines Corporation and the Registrant
(incorporated by reference to Exhibit 10.1 of the Registrant's
Form 10-Q for the three month period ended June 30, 1995)
10.4* License and Technical Support Agreement, dated as of October 3,
1995, by and between BellSouth Products, Inc. and the Registrant
(incorporated by reference to Exhibit 10.4 of the Registrant's Form 10-K
for the year ended December 31, 1995)
10.5* Software License Bundling Agreement, dated as of March 29, 1996,
by and between Voxware, Inc., and the Registrant (incorporated by
reference to Exhibit 10.1 of the Registrant's Form 10-Q for the six
month period ended June 30, 1996)
10.6 Employment Agreement, dated as of April 12, 2000, by and between
John N. Andrea and the Registrant (incorporated by reference to Exhibit
10.1 of the Registrant's Form 10-Q for the three months ended March 31,
2000)
10.7 Employment Agreement, dated as of April 12, 2000, by and between
Douglas J. Andrea and the Registrant (incorporated by reference to
Exhibit 10.2 of the Registrant's Form 10-Q for the three months ended
March 31, 2000)
10.8 Employment Agreement, dated as of January 1, 1998, by and between
Patrick D. Pilch and the Registrant (incorporated by reference to
Exhibit 10.8 of the Registrant's Form 10-K for the year ended December
31, 1997)
10.9 Employment Agreement, dated as of November 20, 1998, by and
between Christopher P. Sauvigne and the Registrant (incorporated
by reference to Exhibit 10.1 of the Registrant's Current Report on
Form 8-K filed November 30, 1998)
10.10* Production Procurement Agreement, dated as of June 11, 1997, by
and between International Business Machines Corporation and the
Registrant (incorporated by reference to Exhibit 10.9 of the
Registrant's Form 10-K for the year ended December 31, 1997)
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10.11 Revolving Loan and Security Agreement, dated as of September 23,
1997, by and between IBM Credit Corporation and the Registrant
(incorporated by reference to Exhibit 10.11 of the Registrant's
Form 10-K for the year ended December 31, 1997)
10.12 Stock Purchase Agreement, dated April 6, 1998, as amended by
Amendment No. 1 thereto dated May 5, 1998, relating to the
purchase of the shares of Lamar Signal Processing, Ltd. (including
form of Registration Rights Agreement) (incorporated by reference
to Exhibits 2.1 and 2.2 of the Registrant's Current Report on Form
8-K filed May 8, 1998)
10.13* Procurement Agreement, dated as of January 13, 1999, by and
between the Registrant and Microsoft Corporation (incorporated by
reference to Exhibit 10.15 of the Registrant's Form 10-K for the
year ended December 31, 1998)
10.14* Purchase Agreement, dated as of February 25, 1999, by and between
Andrea and Clarion Corporation of America (incorporated by
reference to Exhibit 10.16 of the Registrant's Form 10-K for the
year ended December 31, 1998)
10.15* Source Code License Agreement, dated as of October 29, 1998,
between Andrea and Intel Corporation (incorporated by reference to
Exhibit 10.17 of the Registrant's Form 10-K for the year ended
December 31, 1998)
10.16 Employment Agreement, dated as of April 12, 2000, by and between
Richard A. Maue and the Registrant (incorporated by reference to
Exhibit 10.3 of the Registrant's Form 10-Q for the three months
ended March 31, 2000)
10.17** Licensing Agreement, dated as of December 19, 2001, by and between
Andrea and Analog Devices, Inc. (incorporated by reference to Exhibit
10.17 of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001)
10.18** Licensing Agreement, Amendment No. 1, dated as of March 13, 2002, by and
between Andrea and Analog Devices, Inc.
10.19** Licensing Agreement, dated as of March 13, 2002, by and between Andrea
and Analog Devices, Inc. (incorporated by reference to Exhibit 10.19 of
the Registrant's Annual Report on Form 10-K for the year ended December
31, 2001)
10.20 Acknowledgment and Agreement, dated as of March 28, 2002, by and between
Andrea and HFTP Investment LLC (including attached Waiver Agreement and
Security Agreement) (incorporated by reference to Exhibit 10.20 of the
Registrant's Annual Report on Form 10-K for the year ended December 31,
2001)
10.21 Pledge Agreement, dated as of March 28, 2002, by and between Andrea and
HFTP Investment LLC (incorporated by reference to Exhibit 10.21 of the
Registrant's Annual Report on Form 10-K for the year ended December 31,
2001)
21 Subsidiaries of Registrant (incorporated by reference to Exhibit 21 of
the Registrant's Annual Report on Form 10-K for the year ended December
31, 2001)
23 Consent of Independent Public Accountants (incorporated by reference to
Exhibit 23 of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001)
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99 Letter regarding representations of Arthur Andersen LLP (incorporated
by reference to Exhibit 99 of the Registrant's Annual Report on Form
10-K for the year ended December 31, 2001)
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* Certain portions of this Agreement have been accorded confidential
treatment.
** Request for confidential treatment was filed for portions of these
documents. Confidential portions have been omitted, and filed separately
with the Securities and Exchange Commission, as required by Rule 24b-2.
(d) FINANCIAL STATEMENT SCHEDULES
See Item 14(a)(2)
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the
Securities exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
ANDREA ELECTRONICS CORPORATION
By: /s/ Christopher P. Sauvigne
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Name: Christopher P. Sauvigne
Date: June 5, 2002 Title: President and Chief Executive Officer