-----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, Wr1SSyo/jZiaMDxU8cTjwmHpXmMnSQrZ7vEm70qqpACKDSZyKlBcU15XUslHv+BZ Y5d6xH/FY0ixgyQ0LJ9ZuQ== 0000905148-96-000744.txt : 19961021 0000905148-96-000744.hdr.sgml : 19961021 ACCESSION NUMBER: 0000905148-96-000744 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961018 EFFECTIVENESS DATE: 19961018 SROS: AMEX 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-84092 FILM NUMBER: 96645163 BUSINESS ADDRESS: STREET 1: 11 40 45TH RD CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 BUSINESS PHONE: 8004427787 MAIL ADDRESS: STREET 1: 11 40 45TH RD CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 FORMER COMPANY: FORMER CONFORMED NAME: ANDREA RADIO CORP DATE OF NAME CHANGE: 19911204 S-8 POS 1 ANDREA ELECTRONICS CORPORATION POST EFFECTIVE NO. 2 TO FORM S-8 REGISTRATION As filed with the Securities and Exchange Commission on October 18, 1996. REGISTRATION NO.33-84092 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 2 To FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ANDREA ELECTRONICS CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 11-0482020 (State or other jurisdiction of (I.R.S. Employer identification No.) incorporation or organization) 11-40 45th ROAD LONG ISLAND CITY, NEW YORK 11101 (Address of principal executive offices) 1991 PERFORMANCE EQUITY PLAN (Full title of the 1991 Plan) FRANK A.D. ANDREA, JR., Chairman Andrea Electronics Corporation 11-40 45th Road Long Island City, New York 11101 (718) 729-8500 (Name, address and telephone number, including area code, of agent for service) with a copy to: ALAN L. JAKIMO, Esq. Brown & Wood LLP One World Trade Center New York, New York 10048 (212) 839-5300 CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Offering Aggregate Offering Registration Registered Price Per Unit/(1)/ Price/(2)/ Fee/(3)/ - -------------------------------------------------------------------------------------------------- Common Stock, 1,000,000 shares $12.00 $1,827,012.50 $630.00 $.01 par value/(4)/ - --------------------------------------------------------------------------------------------------
(1) Reflects the maximum option exercise price per share under the Registrant's Performance Equity Plan (the "1991 Plan") for the shares covered hereby, in accordance with Rule 457(h) promulgated under the Securities Act of 1933. (2) Reflects the aggregate exercise price of the 1,000,000 shares of Common Stock of the Registrant covered hereby, all of which were subject to options granted under the 1991 Plan and outstanding on September 12, 1994. (3) Previously paid. (4) In addition, pursuant to Rule 416 under the Securities Act of 1933, there are also being registered additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the 1991 Plan. PROSPECTUS ANDREA ELECTRONICS CORPORATION 11-40 45th Road Long Island City, New York 11101 (75,000) Shares COMMON STOCK (Par Value $.01 Per Share) ----------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------------------------------------------------ This Prospectus is being used in connection with the offering from time to time by certain shareholders named herein (the "Selling Shareholders") of Andrea Electronics Corporation (the "Corporation"), or their successors in interest, of shares of the Common Stock of the Corporation which have been or may be acquired upon the exercise of stock options pursuant to the 1991 Performance Equity Plan (the "1991 Plan"). The Common Stock may be sold from time to time by the Selling Shareholders or by pledgees, donees, transferees or other successors in interest. Such sales may be made on the American Stock Exchange, in the over-the-counter market or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Common Stock may be sold by one or more of the following: (a) a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer for its account pursuant to this Prospectus; (c) an exchange distribution in accordance with the rules of such exchange; and (d) ordinary brokerage transactions and transactions in which the broker solicits purchases. In effecting sales, brokers or dealers engaged by the Selling Shareholders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from the Selling Shareholders in amounts to be negotiated immediately prior to the sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "1933 Act") in connection with such sales. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. The Corporation will not receive any of the proceeds from the sale of these shares, although it has paid the expenses of preparing this Prospectus and the related Registration Statement. The closing price of the Corporation's Common Stock on the American Stock Exchange on October 17, 1996 was $13.75. ----------------------------------------------------------------- No person is authorized to give any information or to make any representations, other than as contained herein, in connection with the offer made in this Prospectus, and any information or representation not contained herein must not be relied upon as having been authorized by the Corporation. ----------------------------------------------------------------- The date of this Prospectus is October 18, 1996. AVAILABLE INFORMATION The Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Corporation with the Commission may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at: 75 Park Place, 14th Floor, New York, New York 10007 and Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may be obtained upon written request addressed to the Commission at the Public Reference Section, at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the Common Stock is listed on the American Stock Exchange and reports, proxy statements and other information concerning the Corporation may also be inspected at the offices the American Stock Exchange, 86 Trinity Place, New York, New York 10006-1881. In addition, the Corporation will provide without charge to each person to whom this Prospectus is delivered, upon either the written or oral request of such person, the Annual Report to Shareholders for the Corporation's latest fiscal year and a copy of any or all of the documents incorporated herein by reference other than exhibits to such documents. See "INCORPORATION OF DOCUMENTS BY REFERENCE". Such requests should be directed to Andrea Electronics Corporation, 11-40 45th Road, Long Island City, New York 11101, Attention: Secretary or (718) 729-8500. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference in this Registration Statement and are deemed to be a part hereof from the date of filing such documents by the Corporation: (a) The Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (b) The Corporation's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996. (c) The description of the Registrant's common stock, par value $.50 per share (the "Common Stock"), contained in (i) Registrant's registration statement filed under the Exchange Act No. 1-4324, as declared effective on February 28, 1967, (ii) Article Third of the Registrant's Certificate of Incorporation filed as Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992 and (iii) any subsequent amendment(s) or report(s) filed for the purpose of updating such description. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. SELLING SHAREHOLDERS The following table sets forth as of October 17, 1996 the name of each Selling Shareholder, the nature of his position, office or other material relationship to the Corporation and the number of shares of Common Stock which such Selling Shareholder (1) owned of record, (2) may acquire pursuant to the exercise of previously granted options under the 1991 Plan and offer to sell pursuant to this Prospectus, and (3) the amount of Common Stock to be owned by such Selling Shareholder assuming the exercise of such options and the sale of such shares.
Expected to Acquire Pursuant to the 1991 Name and Relationship to Owned as of Plan and Offered Stock to be Owned After Andrea Electronics Corporation October 17, 1996 Pursuant Hereto Exercise and Sale - ------------------------------------------------------------------------------------------------------ Frank A.D. Andrea, Jr. 560,459/(1)/ 50,000 510,459 Chairman of the Board and Chief Executive Officer John N. Andrea 206,191/(2)/ 25,000 181,191 Co-President and Director
(1) Includes (i) 63,446 shares owned directly by Frank A.D. Andrea, Jr., (ii) 38,445 shares owned by Mary Louise Andrea, his spouse, (iii) 33,568 shares owned by a son of Mr. and Mrs. Andrea, beneficial ownership of which is disclaimed by Mr. & Mrs. Andrea, (iv) 200,000 of the 230,000 shares owned by ANC-I Limited Partnership, a Delaware limited partnership, of which the General Partners are Frank A.D. Andrea, Jr. and Mary Louise Andrea, representing Mr. Andrea's 43.48% and Mrs. Andrea's 43.48% interest in ANC-I Limited Partnership, and (v) 225,000 shares issuable to Mr. Andrea upon the exercise of options which are currently exercisable and exercisable within 60 days from the date hereof. (2) Includes (i) 13,389 shares owned directly by John N. Andrea and Mr. Andrea's spouse, (ii) 11,802 shares owned by Mr. Andrea's minor children, (iii) 6,000 of the 230,000 shares owned by ANC-I Limited Partnership, representing Mr. Andrea's 2.6% interest in ANC I Limited Partnership, and (iv) 175,000 shares issuable upon the exercise of options which are currently exercisable and exercisable within 60 days from the date hereof. Does not include 25,000 shares which are not currently exercisable or exercisable within 60 days from the date hereof. LEGAL MATTERS Legal matters with respect to the Common Stock being offered hereby have been passed upon for the Corporation by Brown & Wood LLP, New York, New York. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 722 of the Business Corporation Law of the State of New York empowers a New York corporation to indemnify any person made, or threatened to be made, a party to any action or proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that such person, such person's testator or such person's intestate is or was a director or officer of the corporation, or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding or any appeal therein, if such person acted in good faith, for a purpose which such person reasonably believed to be in, or, in the case of services for any other corporation or other enterprise, not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe that such person's conduct was unlawful. The termination of any action or proceeding by judgment, settlement, conviction, or upon plea of nolo contendere or its equivalent, does not, of itself, create a presumption that such person did not act in good faith, for a purpose which such person reasonably believed to be in, or, in the case of services for any other corporation or other enterprise not opposed to, the best interests of the corporation, or had reasonable cause to believe that such person's conduct was unlawful. In the case of an action by or in the right of the corporation, Section 722 empowers a corporation to indemnify any person made or threatened to be made a party to any action in any of the capacities set forth above against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action or an appeal therein, if such person acted in good faith, for a purpose which such person reasonably believed to be in, or, in the case of services for any other corporation or other enterprise, not opposed to, the best interests of the corporation, except that indemnification is not permitted in respect of (1) a threatened action or pending action which is settled or otherwise disposed of or (2) any claim, issue, or matter as to which such person is adjudged to be liable to the corporation unless and only to the extent that the court in which such action was brought, or if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such portion of the settlement amount and expenses as the court deems proper. Section 723 provides that a New York corporation is required to indemnify a person who has been successful, on the merits or otherwise, in the defense of an action described in Section 722. Section 721 provides that indemnification provided for by Section 722 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled, whether contained in the certificate of incorporation or the by-laws or, when authorized by such certificate of incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated. The Registrant's Certificate of Incorporation provides that the personal liability of the directors of the Registrant is eliminated to the fullest extent permitted by Section 402(b) of the Business Corporation Law of the State of New York. In addition, the By-Laws of the Registrant provide in substance that, to the fullest extent permitted by New York law, each director and officer shall be indemnified by the Registrant against reasonable expenses, including attorneys' fees, and any liabilities which such officer may incur in connection with any action to which such officer may be made a party by reason of being or having been a director or officer of the Registrant. The indemnification provided by the Registrant's By-Laws is not deemed exclusive of or in any way to limit any other rights which any person seeking indemnification may be entitled. EXPERTS The consolidated financial statements and schedules of the Corporation included in the Form 10-K have been audited by Arthur Andersen LLP and Raich Ende Malter Lerner & Co., independent auditors, as set forth in their reports thereon included therein and incorporated herein by reference. Such consolidated financial statements and schedules are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing in giving said reports. ADDITIONAL INFORMATION As of October 17, 1996, the authorized Common Stock of the Corporation totaled 10,000,000 shares, par value $.01 per share, of which 3,792,197 shares of Common Stock were issued and outstanding. Further information concerning the Common Stock of the Corporation may be found in the documents incorporated by reference above. PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are hereby incorporated by reference in this Registration Statement and are deemed to be a part hereof from the date of filing such documents by the Corporation: (a) The Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (b) The Corporation's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996. (c) The description of the Registrant's common stock, par value $.50 per share (the "Common Stock"), contained in (i) Registrant's registration statement filed under the Exchange Act No. 1-4324, as declared effective on February 28, 1967, and (ii) Article Third of the Registrant's Certificate of Incorporation filed as Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992 and (ii) any subsequent amendment(s) or report(s) filed for the purpose of updating such description. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 722 of the Business Corporation Law of the State of New York empowers a New York corporation to indemnify any person made, or threatened to be made, a party to any action or proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that such person, such person's testator or such person's intestate is or was a director or officer of the corporation, or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding or any appeal therein, if such person acted in good faith, for a purpose which such person reasonably believed to be in, or, in the case of services for any other corporation or other enterprise, not opposed to, the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe that such person's conduct was unlawful. The termination of any action or proceeding by judgment, settlement, conviction, or upon plea of nolo contendere or its equivalent, does not, of itself, create a presumption that such person did not act in good faith, for a purpose which such person reasonably believed to be in, or, in the case of services for any other corporation or other enterprise not opposed to, the best interests of the corporation, or had reasonable cause to believe that such person's conduct was unlawful. In the case of an action by or in the right of the corporation, Section 722 empowers a corporation to indemnify any person made or threatened to be made a party to any action in any of the capacities set forth above against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action or an appeal therein, if such person acted in good faith, for a purpose which such person reasonably believed to be in, or, in the case of services for any other corporation or other enterprise, not opposed to, the best interests of the corporation, except that indemnification is not permitted in respect of (1) a threatened action or pending action which is settled or otherwise disposed of or (2) any claim, issue, or matter as to which such person is adjudged to be liable to the corporation unless and only to the extent that the court in which such action was brought, or if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such portion of the settlement amount and expenses as the court deems proper. Section 723 provides that a New York corporation is required to indemnify a person who has been successful, on the merits or otherwise, in the defense of an action described in Section 722. Section 721 provides that indemnification provided for by Section 722 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled, whether contained in the certificate of incorporation or the by-laws or, when authorized by such certificate of incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated. The Registrant's Certificate of Incorporation provides that the personal liability of the directors of the Registrant is eliminated to the fullest extent permitted by Section 402(b) of the Business Corporation Law of the State of New York. In addition, the By-Laws of the Registrant provide in substance that, to the fullest extent permitted by New York law, each director and officer shall be indemnified by the Registrant against reasonable expenses, including attorneys' fees, and any liabilities which such officer may incur in connection with any action to which such officer may be made a party by reason of being or having been a director or officer of the Registrant. The indemnification provided by the Registrant's By-Laws is not deemed exclusive of or in any way to limit any other rights which any person seeking indemnification may be entitled. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. Exhibit Number Description - ------ ----------- 4 1991 Performance Equity Plan of the Registrant (Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the Three Months Ended March 31, 1996) 5* Opinion of Counsel 23.1 Independent Auditors' Consent 23.2 Independent Auditors' Consent 23.3 Consent of Counsel (contained in Exhibit 5) 24 Power of Attorney relating to subsequent amendments (included on the signature page to this Post-Effective Amendment to the Registration Statement) __________________ * Previously filed. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the 1933 Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the 1933 Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 17th day of October, 1996. ANDREA ELECTRONICS CORPORATION By: /s/ Frank A.D. Andrea, Jr. ------------------------------ (Frank A.D. Andrea, Jr.) Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below under "SIGNATURES" constitutes and appoints Frank A.D. Andrea, Jr., John N. Andrea, Douglas J. Andrea, and Patrick D. Pilch, his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. /s/ Frank A.D. Andrea, Jr. Chairman of the Board October 17, 1996 ------------------------- and Chief Executive Officer Frank A.D. Andrea, Jr. /s/ Patrick D. Pilch Executive Vice President October 17, 1996 ------------------------- and Chief Financial Officer Patrick D. Pilch /s/ John N. Andrea Co-President, Director October 17, 1996 ------------------------- John N. Andrea /s/ Douglas J. Andrea Co-President, Director October 17, 1996 ------------------------- Douglas J. Andrea /s/ Jeffrey S. Gosman Vice President, October 17, 1996 ------------------------- Controller and Secretary Jeffrey S. Gosman /s/ Christopher Dorney Director October 17, 1996 ------------------------- Christopher Dorney /s/ Gary A. Jones Director October 17, 1996 ------------------------- Gary A. Jones /s/ Scott Koondel Director October 17, 1996 ------------------------- Scott Koondel /s/ Paul M. Morris Director October 17, 1996 ------------------------- Paul M. Morris EXHIBIT INDEX Exhibit Number Description - ------- ----------- 4 1991 Performance Equity Plan of the Registrant (Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the Three Months Ended March 31, 1996) 5* Opinion of Counsel 23.1 Independent Auditors' Consent 23.2 Independent Auditors' Consent 23.3 Consent of Counsel (contained in Exhibit 5) 24 Power of Attorney relating to subsequent amendments (included on the signature page to this Post-Effective Amendment to the Registrtion Statement) ________________ * Previously filed. EX-23.1 2 EXHIBIT 23.1 EXHIBIT 23.1 Consent of Independent Accountants -------------------------------- As independent accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 21, 1996 included in Andrea Electronic Corporation's Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Melville, New York October 17, 1996 EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT To the Board of Directors and Shareholders of Andrea Electronics Corporation 11-40 45th Road Long Island City, New York We consent to the incorporation by reference in this registration statement on Form S-8 of Andrea Electronics Corporation of our report dated February 2, 1995, appearing in the Annual Report on Form 10-K of Andrea Electronics Corporation for the year ended December 31, 1995 and to all references to our Firm included in this registration statement. RAICH ENDE MALTER LERNER & CO. Certified Public Accountants East Meadow, New York October 17, 1996 -----END PRIVACY-ENHANCED MESSAGE-----