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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) August 14, 2002
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, 5, 6, 8 AND 9. NOT APPLICABLE
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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(a) On July 29, 2002, the Registrant's Board of Directors, at the
recommendation of its Audit Committee, engaged PricewaterhouseCoopers LLP
("PwC") as the Registrant's independent accountants. On August 14, 2002, the
Registrant's Board of Directors, at the recommendation of its Audit Committee,
dismissed PwC as the Registrants independent accountants. During the term of its
engagement, PwC did not audit or review any financial statements of the Company
as of any date or for any period, nor issue any reports relating thereto.
However, PwC did commence, but did not complete a review of the Company's
interim financial statements for the quarter ended June 30, 2002.
During the term of its engagement, there were no disagreements with PwC
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of PwC would have caused it to make reference thereto in any
report on any audited financial statements of the Company.
During the term of PwC's engagement, there were no reportable events
(as defined in Regulation S-K Item 304(a)(1)(v)), except that prior to its
dismissal, PwC raised questions regarding the Registrant's ability to recover
its deferred tax assets. PwC was dismissed prior to the matter being resolved.
Members of the Board of Directors, one of which is a member of the Audit
Committee, discussed this matter with PwC. The Company has authorized PwC to
respond fully to the inquiries of the Company's successor accountant concerning
this matter.
The Registrant has requested that PwC furnish it with a letter
addressed to the SEC stating whether or not PwC agrees with the above
statements. A copy of such letter, dated August 15, 2002, is filed as Exhibit
16.1 to this Form 8-K.
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:
Exhibit 16.1 Letter of PricewaterhouseCoopers LLP dated
August 15, 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: August 15, 2002 ANDREA ELECTRONICS CORPORATION
By:/s/ Richard A. Maue
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Name: Richard A. Maue
Title: Executive Vice President, Chief
Financial Officer and Corporate
Secretary