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):     November 19, 2012

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)

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:

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

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

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

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

ITEM 8.01. OTHER EVENTS.

On November 19, 2012, Aware Inc. announced that its Board of Directors declared a special cash dividend of $1.80 per share payable to the company’s common stockholders (approximately $40 million in the aggregate).  The record date for the special cash dividend will be the close of business on December 3, 2012 and the payable date for the special cash dividend will be December 17, 2012.

The special cash dividend will be funded with cash on hand as the Board of Directors has determined that the company’s current cash balances exceed the company’s capital requirements.

A copy of the press release issued by the company with respect to the foregoing matters is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are filed as part of this report:

(d) EXHIBITS.

Number	Description
99.1	Press release issued by Aware, Inc. on November 19, 2012, entitled “Aware, Inc. Declares Special Cash Dividend of $1.80 Per Share, Or Approximately $40 Million In Total.”

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: November 19, 2012	By:	/s/ Richard P. Moberg
		Richard P. Moberg
		co-Chief Executive Officer and co-President
		Chief Financial Officer

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EXHIBIT INDEX

Number	Description
99.1	Press release issued by Aware, Inc. on November 19, 2012, entitled “Aware, Inc. Declares Special Cash Dividend of $1.80 Per Share, Or Approximately $40 Million In Total.”

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Rick Moberg

Aware, Inc.

781-276-4000

Aware, Inc. Declares Special Cash Dividend of

$1.80 Per Share, or Approximately $40 Million in

Total

BEDFORD, MASS. – November 19, 2012 – Aware, Inc. (NASDAQ: AWRE), a leading supplier of biometrics software and DSL service assurance products, today announced that its Board of Directors has declared a special cash dividend of $1.80 per share, or approximately $40 million in total.  The special cash dividend will be paid on December 17, 2012 to shareholders of record as of December 3, 2012.

The Board of Directors has determined that the company’s current cash balances exceed our capital requirements and has decided to return cash to shareholders.

The tax treatment of the special cash dividend will depend on the amount of the company’s current and accumulated earnings and profits as of December 31, 2012, as determined by the Internal Revenue Code. Based on our year-to-date earnings through September 30, 2012, we believe that this $1.80 special cash dividend and the $1.15 special cash dividend we paid in May 2012 will be treated as qualified dividends for income tax purposes.

We encourage shareholders to contact their brokers in order to understand the Nasdaq Rules and Regulations regarding the effect of selling shares of our common stock following the record date on their eligibility to receive the dividend.

Aware, Inc.  •  40 Middlesex Turnpike  •  Bedford, MA  USA  01730-1432

Tel: (781) 276-4000  •  Fax: (781) 276-4001  •  E-mail: IR@aware.com

Aware, Inc. Declares Special Cash Dividend  Page  2

About Aware

Aware is a leading software and technology supplier for the biometrics, telecommunications, and healthcare industries. Aware's biometrics software products and services are provided to solution vendors and system integrators for use by government agencies towards applications including border management, secure credentials, law enforcement, and national defense. Aware’s DSL Service Assurance Group offers test and diagnostics software products that enable broadband service providers to manage their DSL networks. Aware also provides standards-based medical imaging software products to the healthcare industry.  Aware is a publicly held company (Nasdaq: AWRE) based in Bedford, Massachusetts. www.aware.com

We refer you to the documents Aware files from time to time with the Securities and Exchange Commission, specifically the section titled Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2011 and other reports and filings made with the Securities and Exchange Commission.

Aware is a trademark or registered trademark of Aware, Inc.

Any other trademarks appearing herein are the property of their respective owners.

 

Aware, Inc.  •  40 Middlesex Turnpike  •  Bedford, MA  USA  01730-1432

Tel: (781) 276-4000  •  Fax: (781) 276-4001  •  E-mail: IR@aware.com