-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SOm11DFd+6vw1AK90FbHBHe478xT8YAeA/nbDI75NQPcM5bTcTd2AefBFiyfBN8m WZkRR/LUHodc1yoilaMAPw== 0001188112-03-000390.txt : 20030627 0001188112-03-000390.hdr.sgml : 20030627 20030627142933 ACCESSION NUMBER: 0001188112-03-000390 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030627 EFFECTIVENESS DATE: 20030627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AWARE INC /MA/ CENTRAL INDEX KEY: 0001015739 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042911026 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-106569 FILM NUMBER: 03760700 BUSINESS ADDRESS: STREET 1: 40 MIDDLESEX TURNPIKE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172764000 MAIL ADDRESS: STREET 1: 40 MIDDLESEX TURNPIKE CITY: BEDFORD STATE: MA ZIP: 01730 S-8 1 ts8-29995a.txt S-8
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2003 REGISTRATION NO. 333- ==================================================================================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- 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) -------------------- 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) -------------------- WITH COPIES TO: WILLIAM R. KOLB, ESQ. FOLEY HOAG LLP 155 SEAPORT BOULEVARD BOSTON, MASSACHUSETTS 02210 (617) 832-1000 -------------------- CALCULATION OF REGISTRATION FEE ========================= ============================= ======================== ========================== ======================== 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 - ------------------------- ----------------------------- ------------------------ -------------------------- ------------------------ (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. ====================================================================================================================================
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 - ------ ----------- 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 -------------------------------- 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 --------- ----- /s/ John K. Kerr Chairman of the Board of Directors - --------------------------------- 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. - 3 - 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). EX-5.1 3 tex5_1-29995a.txt EX-5.1 [LOGO] FOLEY Exhibit 5.1 HOAG LLP ATTORNEYS AT LAW June 27, 2003 Aware, Inc. 40 Middlesex Turnpike Bedford, Massachusetts 01730 Re: Aware, Inc. 2001 Nonqualified Stock Plan Ladies and Gentlemen: We are familiar with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Aware, Inc., a Massachusetts corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offering by the Company of up to 5,000,000 shares (the "Shares") of its common stock, par value $0.01 per share, issuable upon exercise of stock options and pursuant to other awards to be granted pursuant to the Aware, Inc. 2001 Nonqualified Stock Plan (the "Plan"). In arriving at the opinion expressed below, we have examined and relied on the articles of organization of the Company, as amended to date, the by-laws of the Company, as amended to date, the records of meetings and consents of the Board of Directors and stockholders of the Company provided to us by the Company, the Registration Statement and the Plan. In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such examination of law, as we have deemed appropriate as a basis for the opinion expressed below. This opinion is limited solely to the laws of The Commonwealth of Massachusetts as applied by courts located in Massachusetts. We assume that all Shares to be issued upon exercise of options or pursuant to other awards granted pursuant to the Plan will be issued in accordance with the terms of the Plan and that the purchase price of the Shares, or the value of other consideration received or to be received by the Company for the award of Shares, will be greater than or equal to the par value per share of the Shares. Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and delivered upon the exercise of options or pursuant to other awards duly granted pursuant to the Plan and against the receipt of the purchase price or other consideration therefor, will be validly issued, fully paid and nonassessable. June 27, 2003 Page 2 This opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, FOLEY HOAG LLP By: /s/ William R. Kolb ------------------------ a Partner ARS - 6 - EX-23.2 4 tex23_2-29995a.txt EX-23.2 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 4, 2003, except for the information described in the last paragraph of Note 6, for which the date is March 3, 2003, relating to the financial statements and financial statement schedule of Aware, Inc., which appears in Aware Inc.'s Annual Report on Form 10-K for the year ended December 31, 2002. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts June 27, 2003 - 7 - -----END PRIVACY-ENHANCED MESSAGE-----