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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (date of earliest event reported): September 7, 2007
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AWARE, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 000-21129 04-2911026
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40 MIDDLESEX TURNPIKE, BEDFORD, MA, 01730
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (781) 276-4000
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1.01. Entry into a Material Definitive Agreement
ITEM 3.03. Material Modification to Rights of Security Holders
On October 2, 2001, we entered into a Rights Agreement, which generally provides
that any person who or which, together with all affiliates of such person,
beneficially owns 15% or more of our common stock then outstanding is an
"Acquiring Person" for purposes of the Rights Agreement.
On September 6, 2007, our Board of Directors determined that it would be
advisable to amend the Rights Agreement to exempt John S. Stafford, Jr., John S.
Stafford, III, James M. Stafford and their respective affiliates from the
definition of "Acquiring Person" in the Rights Agreement. Accordingly, on
September 6, 2007, we executed Amendment No. 1 to the Rights Agreement with
Computershare Trust Company, N.A. as successor rights agent, to implement this
amendment. The other provisions of the Rights Agreement continue in full force
as set forth therein and were not affected in any way by the amendment.
A copy of the amendment is attached as exhibit 4.1 to this current report and
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this Report. The
following exhibits are filed as part of this report:
(d) EXHIBITS.
Number Description
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4.1 Amendment No. 1 to Rights Agreement dated September 6, 2007 by and
between Aware, Inc. and Computershare Trust Company, N.A.
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SIGNATURE
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, thereunto duly authorized.
AWARE, INC.
Dated: September 7, 2007 By: /s/ Michael A. Tzannes
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Michael A. Tzannes
Chief Executive Officer
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EXHIBIT INDEX
Number Description
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4.1 Amendment No. 1 to Rights Agreement dated September 6, 2007, by
and between Aware, Inc. and Computershare Trust Company, N.A.
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