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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 6, 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
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(Former name or former address, if changed since last report.)
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ITEMS 1, 2, 3, 5, 6, 7, 8 AND 9. NOT APPLICABLE
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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(a) On July 1, 2002, the Registrant's Board of Directors, at the
recommendation of its Audit Committee, determined not to engage Arthur Andersen
LLP as the Registrant's independent accountants for the fiscal year ending
December 31, 2002, however, no action was taken on this date to formally dismiss
Arthur Andersen LLP as the Registrant's independent accountants. On July 29,
2002, the Registrant's Board of Directors, at the recommendation of its Audit
Committee, determined to engage PricewaterhouseCoopers LLP as the Registrant's
independent accountants, however no action was taken on this date to formally
engage PricewaterhouseCoopers LLP as the Registrant's independent accountants.
On August 6, 2002, the Securities and Exchange Commission informed the
Registrant that Arthur Andersen LLP had notified the Securities and Exchange
Commission that it was unable to perform future audit services for the
Registrant and, as a result, its relationship with the Registrant was
effectively terminated. Arthur Andersen LLP did not notify the Registrant of
this directly, however, the Securities and Exchange Commission stated in its
letter that Arthur Andersen LLP's notification was consistent with widely
disseminated press reports of the wind-down of Arthur Andersen LLP's business.
As a result, on August 6, 2002, Arthur Andersen LLP was dismissed as the
Registrant's independent accountant.
The report of Arthur Andersen LLP on the financial statements of the
Registrant for each of the years ended December 31, 2001 and 2000 did not
contain an adverse opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope, or accounting principles. During each
of the years ended December 31, 2001 and 2000 and the subsequent interim period
preceding August 6, 2002, the Registrant was not in disagreement with Arthur
Andersen LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Arthur Andersen LLP, would have caused Arthur
Andersen LLP to make reference to the subject matter of the disagreement in
connection with its report.
The Registrant provided Arthur Andersen LLP with a copy of this report
and requested that Arthur Andersen LLP furnish the Registrant with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made by the Registrant in this report, and if not, stating
the respects in which it does not agree. Arthur Andersen LLP has indicated to
the Registrant that Arthur Andersen LLP no longer issues such letters.
(b) On August 6, 2002, the Registrant's Board of Directors, at the
recommendation of its Audit Committee, engaged PricewaterhouseCoopers LLP as the
Registrant's independent accountants. During the years ended December 31, 2001
and 2000 and through the date of the Board's decision, the Registrant did not
consult PricewaterhouseCoopers LLP with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Registrant's consolidated
financial
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statements, or any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.
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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 28, 2002 ANDREA ELECTRONICS CORPORATION
By: /s/ Richard A. Maue
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Name: Richard A. Maue
Title: Vice President, Chief Financial Officer
and Corporate Secretary