AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2003
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AWARE, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2911026
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
40 MIDDLESEX TURNPIKE, BEDFORD, MASSACHUSETTS 01730
(Address of principal executive offices) (Zip code)
AWARE, INC.
AWARE, INC. 2001 NONQUALIFIED STOCK PLAN
(Full title of the plan)
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MICHAEL A. TZANNES
CHIEF EXECUTIVE OFFICER
AWARE, INC.
40 MIDDLESEX TURNPIKE
BEDFORD, MASSACHUSETTS 01730
(Name and address of agent for service)
(781) 276-4000
(Telephone number, including area code, of agent for service)
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WITH COPIES TO:
WILLIAM R. KOLB, ESQ.
FOLEY HOAG LLP
155 SEAPORT BOULEVARD
BOSTON, MASSACHUSETTS 02210
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
------------------------- ----------------------------- ------------------------ -------------------------- ------------------------
common stock, 5,000,000 (1) $ 2.40 (2) $12,000,000.00 $970.80
$0.01 par value
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(1) Represents shares of common stock issuable upon exercise of stock options available for grant under the Aware, Inc. 2001
Nonqualified Stock Plan.
(2) Calculated pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933 based on the average of the high and low sale
prices of the common stock as reported on the Nasdaq National Market on June 25, 2003.
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This Registration Statement covers 5,000,000 shares of common stock, par value
$.01 per share, issuable pursuant to the Aware, Inc. 2001 Nonqualified Stock
Plan. These shares are in addition to the 3,000,000 shares of common stock
registered pursuant to Aware's Registration Statement on Form S-8, File No.
333-62020, filed with the Securities and Exchange Commission on May 31, 2001.
The contents of Aware's Registration Statement on Form S-8, File No.
333-62020, as filed with the Securities and Exchange Commission on May 31, 2001,
are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Aware, Inc. 2001 Nonqualified Stock Plan (filed as Exhibit 99(d)(4)
to the Company's Schedule TO filed with the Securities and Exchange
Commission on March 3, 2003 and incorporated herein by reference).
5.1 Opinion of Foley Hoag LLP.
23.1 Consent of Foley Hoag LLP (contained in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of attorney (contained on the signature page of this
registration statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bedford, Massachusetts, as of June 27, 2003.
AWARE, INC.
By: /s/ Michael A. Tzannes
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Michael A. Tzannes
Chief Executive Officer
- 2 -
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below hereby constitutes and appoints Michael A. Tzannes and Richard P. Moberg,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing which they, or any of them, may deem
necessary or advisable to be done in connection with this registration
statement, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or any substitute or substitutes for him, any or all of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the indicated capacities
as of June 27, 2003.
SIGNATURE TITLE
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/s/ John K. Kerr Chairman of the Board of Directors
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John K. Kerr
/s/ Michael A. Tzannes Chief Executive Officer and Director
--------------------------------- (PRINCIPAL EXECUTIVE OFFICER)
Michael A. Tzannes
/s/ Edmund C. Reiter President and Director
---------------------------------
Edmund C. Reiter
/s/ Richard P. Moberg Chief Financial Officer and Treasurer
--------------------------------- (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
Richard P. Moberg
/s/ Frederick D. D'Alessio Director
---------------------------------
Frederick D. D'Alessio
/s/ David Ehreth Director
---------------------------------
David Ehreth
Director
---------------------------------
G. David Forney, Jr.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 Aware, Inc. 2001 Nonqualified Stock Plan (filed as Exhibit 99(d)(4)
to the Company's Schedule TO filed with the Securities and Exchange
Commission on March 3, 2003 and incorporated herein by reference).
5.1 Opinion of Foley Hoag LLP.
23.1 Consent of Foley Hoag LLP (contained in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of attorney (contained on the signature page of this
registration statement).