Form 8-K

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): November 16, 2006

 

ANDREA ELECTRONICS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

New York   1-4324   11-0482020

(State or other Jurisdiction of

incorporation or organization)

   (Commission File Number)  

(IRS Employer

Identification No.)

65 Orville Drive, Bohemia, New York 11716

(Address of principal executive offices)

(631) 719-1800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) On November 16, 2006, the stockholders of Andrea Electronics Corporation (the “Company”) approved the Andrea Electronics Corporation 2006 Equity Compensation Plan (the “Plan”), under which 10,000,000 shares may be issued pursuant to stock options, stock appreciation rights, restricted stock awards and similar rights. Employees, officers, directors and consultants of the Company or its affiliates are eligible to participate in the Plan. The terms of the Plan were previously disclosed in, and a copy of the Plan was contained as an appendix to, the Company’s definitive proxy materials for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 17, 2006.

 

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ANDREA ELECTRONICS CORPORATION
Dated: November 21, 2006   By:  

/s/ Corisa L. Guiffre

    Corisa L. Guiffre
    Vice President and Chief Financial Officer

 

3