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Registration No. 333-
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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 (I.R.S. Employer
Incorporation or Organization) Identification No.)
40 Middlesex Turnpike, Bedford, Massachusetts 01730
(Address of Principal Executive Offices) (Zip Code)
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Aware, Inc. 1996 Stock Option Plan
(Full Title of the Plan)
Michael A. Tzannes
President and 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)
With copies to:
William R. Kolb
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount Proposed Proposed Amount of
Securities to be to be Maximum Offering Maximum Registration
Registered Registered Price Per Share Aggregate Fee
Offering Price
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<S> <C> <C> <C> <C>
common Stock, $.01 par value 2,723,343 $39.49(1) $107,544,815(1) $28,392(1)
shares
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common Stock, $.01 par value 376,657 $43.56(2) $ 16,407,179(2) $ 4,332(2)
shares
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Totals 3,100,000 $123,951,994 $32,724
shares
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(1) For shares issuable pursuant to stock options under Aware, Inc. 1996 Stock
Option Plan, as amended, outstanding at July 31, 2000, calculated pursuant
to Rule 457(h)(1) based on the weighted average exercise price of such
options.
(2) For shares issuable pursuant to stock options under Aware, Inc. 1996 Stock
Option Plan, as amended, but not yet granted at July 31, 2000, calculated
in accordance with Rules 457(h)(1) and 457(c) based on the average of the
high and low prices of the Common Stock as reported on the Nasdaq National
Market on August 29, 2000.
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This Registration Statement covers 3,100,000 shares of common stock, par
value $.01 per share, issuable pursuant to the Aware, Inc. 1996 Stock Option
Plan, as amended. 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. 333-15805, filed with the Securities and Exchange Commission on November 7,
1996.
The contents of Aware's Registration Statement on Form S-8, File No.
333-15805, as filed with the Securities and Exchange Commission on November 7,
1996, are incorporated herein by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.1 Aware, Inc. 1996 Stock Option Plan, as amended (included as Annex A to
Aware's Definitive Proxy Statement filed with the Securities and
Exchange Commission on April 11, 2000 and incorporated herein by
reference)
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
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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, on August 31, 2000.
Aware, Inc.
By /s/ Michael A. Tzannes
----------------------
Michael A. Tzannes
President and Chief Executive
Officer
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 Securities and Exchange
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 any or all of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael A. Tzannes President, Chief Executive Officer and August 31, 2000
------------------------ Director
Michael A. Tzannes (Principal Executive Officer)
/s/ Richard P. Moberg Treasurer and Chief Financial Officer August 31, 2000
------------------------ (Principal Financial and Accounting Officer)
Richard P. Moberg
/s/ David Ehreth Director August 31, 2000
------------------------
David Ehreth
/s/ G. David Forney, Jr. Director August 31, 2000
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G. David Forney, Jr.
/s/ John K. Kerr Chairman of the Board and Director August 31, 2000
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John K. Kerr
/s/ Edmund C. Reiter Director August 31, 2000
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Edmund C. Reiter
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
4.1 Aware, Inc. 1996 Stock Option Plan, as amended (included as Annex A to
Aware's Definitive Proxy Statement filed with the Securities and Exchange
Commission on April 11, 2000 and incorporated herein by reference)
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
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