1 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): May 11, 2004 ANDREA ELECTRONICS CORPORATION ------------------------------ (Exact name of registrant as specified in its charter) New York 1-4324 11-0482020 -------- -------- ---------- (State or other Jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 45 Melville Park Road, Melville, New York 11747 ----------------------------------------------- (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) 2 ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS --------------------------------------- Exhibit 99.1 Press Release Dated May 11, 2004 ITEM 12. RESULTS OF OPERATION AND FINANCIAL CONDITION -------------------------------------------- On May 11, 2004, Andrea Electronics Corporation (the "Company") issued a press release, a copy of which is attached to this report as Exhibit 99.1, announcing First Quarter 2004 Results. 2 3 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: May 12, 2004 By:/s/ Corisa L. Guiffre ------------------------------------------ Corisa L. Guiffre Vice President and Chief Financial Officer 3 4 EXHIBIT 99.1 Press Release, dated May 11, 2004