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):  June 1, 2010

Aware, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  000-21129

Massachusetts	04-2911026
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

40 Middlesex Turnpike, Bedford, MA, 01730

(Address of principal executive offices, including zip code)

(781) 276-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 and associates 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., to implement this amendment.

On June 1, 2010, our Board of Directors determined that it would be advisable to amend the Rights Agreement to exempt also, Susan Yang Stafford, the wife of John S. Stafford, Jr., and her affiliates and associates, from the definition of “Acquiring Person” in the Rights Agreement.  Accordingly, on June 1, 2010, we executed Amendment No. 2 to the Rights Agreement with Computershare Trust Company, N.A. , to implement this amendment and to make certain other ministerial changes to the Rights Agreement.   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:

(c) EXHIBITS.

Number	Description
4.1	Amendment No. 2 to Rights Agreement dated June 1, 2010 by and between Aware, Inc. and Computershare Trust Company, N.A.

Signature(s)

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.

By:/s/ Edmund C. Reiter                       

Edmund C. Reiter

President and Chief Executive Officer

Date: June 2, 2010

EXHIBIT INDEX

Number	Description
4.1	Amendment No. 2 to Rights Agreement dated June 1, 2010, by and between Aware, Inc. and Computershare Trust Company, N.A.

EX-4.1

Exhibit 4.1

AMENDMENT NO. 2 TO RIGHTS AGREEMENT

In accordance with Section 26 of the Rights Agreement between Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.) (the “Rights Agent”), and Aware, Inc. (“Aware”) dated October 2, 2001 and amended on September 6, 2007 (as so amended, the “Rights Agreement”), the Rights Agent and Aware desire to amend the Rights Agreement as set forth below.  This Amendment No. 2 to Rights Agreement (this “Amendment”) shall be effective as of June 1, 2010 and all defined terms and definitions in the Rights Agreement shall be the same in this Amendment except as specifically revised by this Amendment.

1.             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 t he 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., Susan Yang Stafford, John S. Stafford III, James M. Stafford and their Affiliates and Associates.

2.             Section 5 of the Rights Agreement is hereby amended to delete the term “manually countersigned” from the second sentence thereof and to insert in its place the term “countersigned, either manually or by facsimile signature,”.

3.             Section 22 of the Rights Agreement is hereby amended as follows:

(a)           delete the first sentence thereof in its entirety and replace it with the following,

“The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ notice in writing mailed to the Company and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Shares and the Preferred Shares by registered or certified mail.”

(b)           insert the term “, including its Affiliates” in the fifth sentence thereof after “surplus” and prior to “of”.

(c)           insert the following new sentence immediately after the first sentence:

“In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice.”

4.           Section 25 of the Rights Agreement is hereby amended by deleting the Rights Agent notice information in its entirety and replacing it with the following:

“Computershare Trust Company, N.A.

250 Royall Street

Canton, MA  02021

Attention: Client Services”

5.           The Rights Agreement is hereby amended by inserting a new Section 33, as follows:

“SECTION 33.  Force Majeure.  Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.”

  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.  A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed in their names and on their behalf by and through their duly authorized officers.

Aware, Inc.

/s/ Edmund C. Reiter                                    

By: Edmund C. Reiter

Its: President and Chief Executive Officer

Computershare Trust Company N.A.

/s/ Tyler Haynes                                           

By: Tyler Haynes

Its: Manager, Client Services