-----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, Ct0EbPC6hWYK2QgvSo39yVE5S2mSMUuFIsBnkOawhbreMy3zFunZZ3JH47vcmcJr zVIE8DLJ+0Rjw4JfzXnlMg== 0001188112-07-002762.txt : 20070907 0001188112-07-002762.hdr.sgml : 20070907 20070907162327 ACCESSION NUMBER: 0001188112-07-002762 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070907 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070907 DATE AS OF CHANGE: 20070907 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21129 FILM NUMBER: 071106392 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 8-K 1 t60453_8k.txt FORM 8-K ================================================================================ 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): September 7, 2007 ----------------- 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) ================================================================================ 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 ------ ----------- 4.1 Amendment No. 1 to Rights Agreement dated September 6, 2007 by and between Aware, Inc. and Computershare Trust Company, N.A. -2- 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 ---------------------- Michael A. Tzannes Chief Executive Officer -3- EXHIBIT INDEX Number Description ------ ----------- 4.1 Amendment No. 1 to Rights Agreement dated September 6, 2007, by and between Aware, Inc. and Computershare Trust Company, N.A. -4- EX-4.1 2 ex4-1.txt EXHIBIT 4.1 Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT In accordance with Section 26 of the Rights Agreement between Computershare Trust Company N.A., formerly EquiServe Trust Company N.A., as Rights Agent (the "Rights Agent") and Aware, Inc. ("Aware") dated October 2, 2001 (the "Rights Agreement"), the Rights Agent and Aware desire to amend the Rights Agreement as set forth below. This Amendment No. 1 to Rights Agreement (this "Amendment") shall be effective as of September 6, 2007 and all defined terms and definitions in the Rights Agreement shall be the same in this Amendment except as specifically revised by this Amendment. Section 1 of the Rights Agreement is hereby amended to delete the first sentence of the definition of "Acquiring Person" in its entirety and to replace it with the following: "ACQUIRING PERSON" shall mean any Person who or which, alone or together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of Common Shares then outstanding that equals or exceeds such Person's Ownership Threshold, but shall not include (A) the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any of its Subsidiaries, or any Person holding Common Shares for or pursuant to the terms of any such employee benefit plan, (B) any such Person who or which has become such a Beneficial Owner solely because (i) of a change in the aggregate number of Common Shares outstanding since the last date on which such Person acquired Beneficial Ownership of any Common Shares or (ii) it acquired such Beneficial Ownership in the good faith belief that such acquisition would not cause such Beneficial Ownership to exceed such Person's Ownership Threshold, (C) any such Person for so long as such Person qualifies under Rule 13d-1(b)(1) of the General Rules and Regulations under the Exchange Act (or any successor rule or regulation thereto) to report its Beneficial Ownership of Common Shares on Schedule 13G (or any successor schedule thereto) and otherwise satisfies the criteria of Rule 13d-1(b)(1) of the General Rules and Regulations under the Exchange Act (or any successor rule or regulation thereto), or (D) John S. Stafford, Jr., John S. Stafford, III, James M. Stafford and each of their respective Affiliates and Associates. Except as amended hereby, the Rights Agreement and all schedules or exhibits thereto shall remain in full force and effect. This Amendment shall be governed by, and construed and enforced in accordance with, the substantive laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed in their names and on their behalf by and through their duly authorized officers. Aware, Inc. --------------------------------- By: Its: Computershare Trust Company N.A. ---------------------------------- By: Its: -2- -----END PRIVACY-ENHANCED MESSAGE-----