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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)
ANDREA ELECTRONICS CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
034393108
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(CUSIP Number)
DOUGLAS J. ANDREA
65 ORVILLE DRIVE, BOHEMIA, NEW YORK 11716
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 3, 2008
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. /_/
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CUSIP No. 034393108 SCHEDULE 13D
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1 NAME OF REPORTING PERSONS
DOUGLAS J. ANDREA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER 244,700 (1)
SHARES
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 16,314 (2)
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 244,700 (1)
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10 SHARED DISPOSITIVE POWER 16,314 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,951,014 (3)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
6.2% (4)
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14 TYPE OF REPORTING PERSON
IN
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(1) Does not include 3,690,000 shares subject to options.
(2) Mr. Andrea may be deemed to be the beneficial owner of 12,438 shares owned
by Mr. Andrea's spouse and 3,876 shares owned by Mr. Andrea's daughter.
(3) Includes 3,690,000 shares subject to options.
(4) Based on 59,861,193 shares of Company common stock outstanding on July 8,
2008, plus the 3,690,000 shares that may be acquired by Mr. Andrea within
60 days of July 16, 2008.
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ITEM 1. SECURITY AND ISSUER
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Common stock, par value $0.01 per share
Andrea Electronics Corporation
65 Orville Drive
Bohemia, New York 11716
ITEM 2. IDENTITY AND BACKGROUND
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(a) The name of the reporting person is Douglas J. Andrea.
(b) Mr. Andrea's business address is Andrea Electronics
Corporation, 65 Orville Drive, Bohemia, New York 11716.
(c) Mr. Andrea is Chairman of the Board, President, Chief
Executive Officer and Corporate Secretary of Andrea
Electronics Corporation (the "Company"). The address
of the Company is 65 Orville Drive, Bohemia, New York
11716.
(d) Mr. Andrea has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Andrea has not, during the last five years, been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Mr. Andrea is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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53,750 shares were acquired by Mr. Andrea for a total of
$36,281. All of the funds used to purchase these shares were
personal funds of Mr. Andrea.
15,950 shares were gifted to Mr. Andrea.
175,000 shares were acquired by Mr. Andrea as a result of
stock grants. All stock grants are fully vested. These shares
were acquired by Mr. Andrea without payment.
3,690,000 shares may be acquired by Mr. Andrea upon the
exercise of stock options under the Company's 1991 Performance
Equity Plan, 1998 Stock Plan and 2006 Equity Compensation
Plan. These options are exercisable within sixty days of July
16, 2008. The exercise price for each of these options range
from $0.04 to $6.875.
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12,438 shares were gifted to Mr. Andrea's spouse.
3,876 shares were gifted to Mr. Andrea's daughter.
ITEM 4. PURPOSE OF TRANSACTION
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The shares covered by this Schedule 13D are being held for investment
purposes. Mr. Andrea may from time to time acquire additional securities of the
Company using personal funds through a broker and/or privately negotiated
transactions.
Except as described above and in his capacity as Chairman of the Board,
President, Chief Executive Officer and Corporate Secretary of the Company, Mr.
Andrea does not have any present plans or proposals that relate to or would
result in:
(a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any other material change in the Company's business or
corporate structure;
(g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g) (4)
of the Act; or
(j) any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) Mr. Andrea beneficially owns 3,951,014 common shares, including
3,690,000 shares that may be acquired by Mr. Andrea within 60 days of July 16,
2008, representing 6.2% of the 59,861,193 issued and outstanding shares of the
Company's common stock as of July 8, 2008. Pursuant to Rule 13d-3, the 3,690,000
shares that may be acquired by Mr. Andrea within 60 days of July 16, 2008 are
also deemed to be outstanding for purpose of computing the percentage of
outstanding shares of the Company's common stock owned by Mr. Andrea.
(b) Mr. Andrea has sole voting and dispositive power over 244,700
shares. Mr. Andrea may also be deemed to be the beneficial owner of 12,438
shares owned by Mr. Andrea's spouse and 3,876 shares owned by Mr. Andrea's
daughter.
The name of Mr. Andrea's spouse is Jill Andrea.
Mrs. Andrea's address is 65 Orville Drive, Bohemia, New York 11716.
Mrs. Andrea is not employed.
Mrs. Andrea has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Mrs. Andrea has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Mrs. Andrea is a United States citizen.
(c) Mr. Andrea has not effected any transactions in the common stock
of the Company during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, AND RELATIONSHIPS WITH
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RESPECT TO SECURITIES OF THE ISSUER
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There are no contracts, arrangements, understandings or relationships
between Mr. Andrea and any person with respect to any securities of the
Company's common stock.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 16, 2008 By: /s/ Douglas J. Andrea
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Douglas J. Andrea
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