SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEW YORK 11-0482020 -------- ---------- (state of incorporation or organization) (IRS Employer Identification No.) 45 Melville Park Road, Melville, NY 11747 ----------------------------------- ----- (Address of principal executive offices) (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered Name on each exchange on which each
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class is to be registered
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Common Stock, Par Value $.01 per share American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act: None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Form 8-A/A amends the Form 8-A previously filed with the Securities and Exchange Commission by Andrea Electronics Corporation (the "Company"), SEC File No. 1-04324, and relates to the change in par value of the Company's common stock as described below.
On January 31, 2003, the shareholders of the Company approved an amendment to the Company's Restated Certificate of Incorporation to reduce the par value of the Company's common stock from $.50 per share to $.01 per share. A copy of the Certificate of Amendment is attached hereto as an exhibit.
The holders of the Company's common stock are entitled to one vote per share on all matters to be voted on by shareholders and are entitled to receive dividends when declared by the Company's board of directors, at their discretion, from legally available funds. The holders of the Company's common stock are not entitled to preemptive, subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Company's common stock.
Upon liquidation or dissolution, the holders of the Company's common stock are entitled to receive all assets available for distribution to shareholders, subject to the preferential rights of the holders of Series B and Series C convertible preferred stock and any other series of preferred stock that may be then outstanding.
ITEM 2. EXHIBITS.
1. Copies of all constituent instruments defining the rights of all the holders of each class of such securities, including any contracts or other documents which limit or qualify the rights of such holders.
(a) 1. Amended and Restated Certificate of Incorporation of
Company (incorporated by reference to Exhibit 3.1 of the
Company's Form 10-K for the year ended December 31,
1992)
2. Certificate of Amendment of the Restated Certificate of
Incorporation of Company (incorporated by reference to
Exhibit 3.2 of the Company's Form 10-K for the year
ended December 31, 1997)
3. Certificate of Amendment of the Restated Certificate of
Incorporation of Company (incorporated by reference to
Exhibit 3.1 of the Company's Current Report on Form 8-K
filed November 30, 1998)
4. Certificate of Amendment to the Certificate of
Incorporation of the Company (incorporated by reference
to Exhibit 3.1 of the Company's Current Report on Form
8-K filed June 22, 1999)
5. Certificate of Amendment to the Certificate of
Incorporation of the Company (incorporated by reference
to Exhibit 3.1 of the Company's Current Report on Form
8-K filed October 12, 2000)
6. Certificate of Amendment to the Certificate of
Incorporation of the Company (incorporated by reference
to Exhibit 3.6 of the Company's Annual Report on Form
10-K filed April 1, 2002)
7. Certificate of Amendment to the Certificate of
Incorporation of the Company (attached)
(b) Amended By-Laws of the Company (incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K filed November 30, 1998)
(c) 1. Securities Purchase Agreement, dated as of June 10,
1998, relating to the sale of the Company'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
Company's Form S-3, No. 333-61115, filed August 10,
1998)
2. Securities Purchase Agreement, dated June 11, 1999, by
and between HFTP Investment L.L.C. and the Company
(incorporated by reference to Exhibit 4.1 of the
Company's Current Report on Form 8-K filed June 22,
1999)
3. Registration Rights Agreement, dated June 11, 1999, by
and between HFTP Investment L.L.C. and the Company
(incorporated by reference to Exhibit 4.2 of the
Company's Current Report on Form 8-K filed June 22,
1999)
4. Form of Warrant by and between HFTP Investment L.L.C.
and the Company (incorporated by reference to Exhibit
4.3 of the Company's Current Report on Form 8-K filed
June 22, 1999)
5. Securities Purchase Agreement, dated October 5, 2000, by
and between HFTP Investment L.L.C. and the Company
(incorporated by reference to Exhibit 10.1 of the
Company's Current Report on Form 8-K filed October 12,
2000)
6. Registration Rights Agreement, dated October 5, 2000 by
and between HFTP Investment L.L.C. and the Company
(incorporated by reference to Exhibit 4.1 of the
Company's Current Report on Form 8-K filed October 12,
2000)
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 Company's Current Report on Form 8-K filed
May 7, 1999)
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: February 6, 2003
By: /s/ Christopher P. Sauvigne
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Christopher P. Sauvigne
President, Chief Executive Officer
and Director
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ANDREA ELECTRONICS CORPORATION
Under Section 805 of the Business Corporation Law
WE, THE UNDERSIGNED, Christopher P. Sauvigne and Richard A. Maue, being the President and the Secretary, respectfully, of Andrea Electronics Corporation, do hereby certify and set forth:
1. The name of the corporation is Andrea Electronics Corporation (hereinafter, the "Corporation".
2. The Certificate of Incorporation of the Corporation was filed with the Department of State on March 15, 1934, under the name "F.A.D. Andrea, Inc."
3. Article Third of the Certificate of Incorporation of the Corporation is hereby amended for the purpose of changing the number of authorized shares of the Corporation's common stock from 70,000,000 shares, at a par value of $.50 per share, to 200,000,000 shares, at a par value of $.01 per share. To accomplish the foregoing, the 21,127,918 issued shares, at a par value of $.50 per share, will change into 21,127,918 issued shares, at a par value of $.01 per share, at a rate of one share per share. The remaining 48,872,082 unissued shares, at a par value of $.50 per share, will change into 178,872,082 unissued shares, at a par value of $.01 per share, at a rate of 3.66 shares per share. The text of the first paragraph of Article Third is hereby amended to read as set forth below in full:
"THIRD: The aggregate number of shares which the Corporation shall have the authority to issue is 205 million (205,000,000) of capital stock. Two hundred million (200,000,000) shares shall be designated as common stock, each having a par value of one cent ($.01) per share. Five million (5,000,000) shares shall be designated as preferred stock, each having a par value of one cent ($.01) per share."
4. This Amendment to Article Third of the Certificate of Incorporation of the Corporation was authorized, pursuant to Section 803(a) of the Business Corporation Law of the State of New York, by a resolution of the Board of Directors of the Corporation duly adopted on December 19, 2002 and by a resolution of the shareholders of the Corporation duly adopted on January 31, 2003.
IN WITNESS WHEREOF, the undersigned have executed and signed this Certificate on the 5th day of February, 2003, and hereby affirm the statements contained herein as true under the penalties perjury.
ANDREA ELECTRONICS CORPORATION
/s/ Christopher P. Sauvigne -------------------------------- Christopher P. Sauvigne President /s/ Richard A. Maue -------------------------------- Richard A. Maue Secretary |